Too Far
by GreenDragon94
Summary: After the traumatic death of Grandpa Max, Ben was left to figure out his own justice. Now, 17 years later Ben is finally at a crossroads. His decision will determine his fate. Heavy trigger warning for suicide.
1. Chapter 1

Four Arms chased a pair of bank robbers through the busy street. They were infuriatingly faster than him even while weaving in and out of the crowd. He yelled in frustration and started tossing people out of the way. The robbers turned into an alley and Four Arms smiled, he did his best work in private.

Four Arms turned into the alley and laughed, it was a dead end. The two idiots were trying to scramble over a 15-foot-tall wall. "So, what do you two think you're doing?" Four Arms asked, crossing his top two arms and putting his bottom two on his hips. The pair looked at each other for a second before attempting to bolt past him. Four Arms caught them both by the neck, one of them giving a satisfying gagging sound. He lifted them up to eye level. "I guess the answer is: being idiots."

He smashed their heads together and then tossed them to the ground. He walked over to the stunned pair and cracked his neck. He squatted down and grabbed them both by their shirts. "Now, we can do this the easy way, or the hard way. What's it gonna be?" The man on the left kicked him in the gut, it didn't hurt Four Arms. "Well that's you're answer." He said, lifting the left one up higher. "What about you?" He addressed the one on his right who immediately put up his hands in surrender. "You go sit in the corner until I'm done with your friend. If you move, you'll get the same treatment. Got it?" He growled. The man nodded and Four Arms threw him in the corner.

Four Arms turned his attention back to the idiot and smiled, the man whimpered. "You know, I really love alleys." Four Arms said standing up. He gripped the man under his shoulders and slammed him into the side of one building and then the other. Five times he did that and when he looked at the man his face was a mess, bloody and broken. He was barely conscious, only letting out pitiful moans. "You're so weak, can't take a punch." Four Arms scoffed. "I prefer fighting aliens, most of them can handle a good beating." He said and threw the man into the wall that they had tried to climb.

A gunshot rang out, the shot hit Four Arms in the back. It didn't penetrate but it did hurt, a lot. He turned around slowly, growling. A woman stood behind him, her gun still up. She was clearly terrified; the gun shook uncontrollably, and she was breathing heavily. Rage filled Four Arm's, with a jump he cleared the 10 feet between them. He grabbed the gun with one hand and picked the woman up by the throat with the other. He held her high, his arm trembling with the urge to crush her.

Suddenly her blonde hair turned orange and her brown eyes turned green. It was only for a second, but he saw her as Gwen. He redirected his anger to the gun and crushed it easily. He brought the woman to eye level. "One chance." He growled and tossed her to the ground.

When she scrambled away Four Arms turned his attention back to the idiot. He was unconscious, slumped over on the ground where he left him. Four arms considered killing him but he didn't hurt anyone in the robbery so he couldn't. He walked up to the unconscious man and kicked him in the stomach as hard as he could, angry that he couldn't kill the creep.

He deactivated his Omnitrix and pulled out two tracers. They were small round devices that had hooks on the underside of them. Attach it to a criminal and activate it to let the cops know that you got a bad guy for them. He pressed it into the unconscious guy's chest, and he grunted. "Look at that, not in a coma, congrats." Ben said sarcastically as a small click told him the tracer was securely in place.

He turned his attention to the smart one and pulled out a zip tie. "Hands." Ben grunted. The smart one put his hands out, Ben grabbed him roughly and put his hands behind his back before tying him up.

"Does that thing have to go on my chest?" He asked when Ben sat him up. Ben answered his question by shoving the tracer into his thigh, making the man yelp. He touched the button on both tracers, the red light pulsed slowly.

"The police will be here soon. If you get away, I'll find you and I will kill you." Ben promised as he pulled up the hood on his hoodie. Ben walked away without saying anything else, pain radiated between his shoulder blades where the bullet hit him. He walked through the crowd. People seemed to sense his dark energy and stayed away from him, Ben had his own little bubble of people leaving him alone. He could hear police sirens closing in. "That was fast, must have been someone close by." Ben muttered to himself.

Ben rummaged through his medicine cabinet, throwing away several empty bottles. "Ah, here it is." He said as he pulled out a bottle of painkillers. He took one dry and took off his hoodie. He examined his back in the mirror, a large bruise spread across his back from between his shoulder blades. Pain throbbed with each heartbeat, he couldn't stand to look at the injury.

"I swear one day I will kill him." Ben said aloud as he sat gingerly on the couch. The memory of Azmuth turning off the protection protocols surfaced. It was a poorly thought out way of trying to force Ben to change his ways. He remembered how close he was to catching the pest before he teleported away like a coward.

Eventually the pill did its job and the pain melted away, letting Ben relax. He flinched when his business phone rang, and he considered not answering it. "I'll only take it if it's fun." Ben said as he got up. "Hmm?" Ben grunted when he answered the phone.

"We need backup at Mayfair market, it's turned into a full-blown shootout." A male voice said.

Ben considered it for a moment. "Bullets?" He asked, not really caring to get shot again.

"What? Yes?" The man said, sounding very confused. Ben sighed, if he didn't know guns without bullets existed than this would be a human fight.

"I'm on my way." Ben said with a smile, it was time to go kill some idiots. He turned into Jetray and was there in under a minute. He could hear the gunshots and so landed and turned into Diamondhead, at least he was bulletproof. Diamondhead approached and took a second to take in the situation, there were three cops still standing and from the sounds of it at least five shooters. He threw up a wall of diamond between the cops and the shooters. "Alright, leave." Diamondhead ordered gruffly.

As they started to leave, he stopped one of the cops. "Any hostages I should be aware of." He asked. If there were hostages it'd change his plans dramatically.

"They say they have hostages, we were not able to confirm." The cop said. Diamondhead thanked him and let him get on his way.

Once the coast was clear he stepped in front of his own wall and brought it down. "If anybody in here doesn't want to die get on the ground now! This is your only warning." Diamondhead, he was obligated to. Several shots rang out and one shot even hit him in the head, but it ricocheted off without any pain. "Alright then." He said to himself and turned one arm into a shield and his other into a sword. "I feel like going medieval on your asses!" He called as he charged the first shooter in sight, a young boy, probably only about 16, with a mop of curly, dirty blonde hair.

The boy's eyes went wide with fear and he brought his arms up to defend himself, it did nothing to defend against Diamondhead's sword. He left a large gash across the boy's arms. Diamondhead didn't hesitate for a moment before stabbing him through the heart, pinning him to the floor for a second. The kid gasped and choked for a few seconds before he took his final breath.

Diamondhead looked around for his next target, another shot ricocheted off his head and he looked to where it came from. It came from a tall, beefy man. He was shaven bald and had tattoos running down his neck. Diamondhead crouched, brought up his shield and charged the man. He hit him full force but even then, the man took a few paces back before shoving back. "Look at you!" Diamondhead laughed. "You're gonna be fun." He snarled. He put his arms back to normal and raised his arms to box. "Fight me like a man." Diamondhead taunted. The shooter landed the first punch right in Diamondhead's stomach. The shooter screamed out in pain, his hand broken and bloody.

"Yeah, this was never going to be a fair fight." Diamondhead said, putting a finger to his chin and cocking his head to the side. "The thing is, I don't rightfully care." He said and took his swing, his fist connected with the man's temple and he went down like a ton of bricks. The man was unconscious on the ground, he wasn't a threat, but he forfeited his rights when he started shooting. Diamondhead brought his foot up and slammed it down on the guy's head, he heard bones crack. With several more stomps his head was nothing more but paste on Diamondhead's foot.

He heard fast footsteps behind him, someone was trying to make a break for it. He brought up a wall to block the entrance and a girl slammed into it, full speed. She laid there, prone on the ground. Diamondhead shook his head, knocked herself out. He didn't have to look for his next victim, they came to him. The last three shooters jumped him at once, knocking him to the ground. He turned his whole body into spikes and then launched them in every direction. Diamondhead stood up and observed his handywork, the three that had jumped him now looked more like pincushions than humans. "Pathetic." He spat and then went to clear the building.

He cleared each room one by one, looking for any hostages or shooters. It wasn't until he reached a storage room that he found something. A Four Arms and 8 people tied up and gagged. "Now this is what I'm talking about!" Diamondhead exclaimed.

"What did you do to my men?" The Four Arms asked, two of his arms crossed.

"Oh, so you're the leader?" Diamondhead asked. He nodded. "Well then, I got a problem with you." Diamondhead chuckled.

"You see, I have a problem with you too, so I guess we're even." The Four Arms said with a smug grin.

Diamondhead facepalmed. "You know I'm going to kill you right?" He asked as he put a diamond bubble around the hostages.

The Four Arms just grinned wider. "I'd like to see you try!"

"Just try not to die too easily, yeah? Your goonies went down like bugs." Diamondhead said, cracking his neck. Like a bell had been rung they both leapt at each other. Diamondhead landed a blow to the gut and Four Arms punched him in the jaw. "Oh, I almost felt that." Diamondhead taunted. They both exchanged blows, several times Four Arms tried to get him in a grapple put he managed to avoid it.

"You know, I'm really getting frustrated with those four arms of yours." Diamondhead said, panting for the first time in months. "How about we fix that." He said and brought diamond up to wrap around his feet. The Four Arms fell forwards, landing on his knees. Diamondhead wrapped diamond around his knees too, locking him in place. He grabbed the Four Arms lower two arms, taking many punches to the face in the process.

"Fuck you!" He screamed as Diamondhead bound his two lower arms to the ground and his upper two arms to the ceiling.

"I'll rip your jaw from your head if you don't shut up." Diamondhead hissed, turning his arm into a blade. The Four Arms started breathing heavily, finally realizing that he was in danger. "You know, I've actually never done this before. I have no idea how hard it will be to cut your arms off. Thank you for being my Guinea pig." He looked into the Four Arms eyes and saw nothing but fear, he almost felt bad. _Almost._ He started cutting into the arm at the joint, figuring that'd be the easiest place to sever it. The process was slow going, his skin and muscles were very resistant to cutting. He added serrations to the blade before going at it again, this time it was easier.

He sawed his way through skin, muscle and bone. It took a minute of straight sawing just to get to the bone. "Wow, you are really resilient." Diamondhead said. The Four Arms screamed and cried, begging Diamondhead to stop. The arm finally came off, landing on the ground with a thud.

"Please, I'm sorry. Just stop." The Four Arms sobbed.

"You're not sorry." Diamondhead said coolly. "If I let you go now you would have learned nothing. You'll get more goonies and then you'll have them kill again. No, I'm not going to let that happen." He mercilessly sawed off the other arm, ignoring the screams and pleas for mercy. When he was done, he released the diamonds holding him down. The Four Arms fell to the ground, sobbing.

"Get up." Diamondhead scoffed. The Four Arms ignored him, just hugged himself. "I said, get up." Diamondhead growled, kicking the Four Arms in the side. "Come on, I'm not done with you!" He kicked him even harder.

"I…Refuse…" The Four Arms said weakly.

Diamondhead swelled with indignation. "Really?" He hissed, turning his foot into a spike. "I thought Tetramands were supposed to be a bit hardier than this." He kicked the pathetic creature hard, piercing his stomach. "I thought Tetramands were never supposed to give up!" He screamed and kicked out again.

"I will not give you the satisfaction of fighting me." He said and looked at Diamondhead with a smile on his face. Diamondhead brought up a large spike through the center of his head. The Four Arms' body seized at the sudden trauma and then went limp.

"Bitch." Diamondhead spat before leaving the room. When he was out of sight, he let down the diamond wall protecting the hostages. He knew exactly how they'd look; scared, crying, afraid of him. They would all thank him one day. He brought down the diamond wall barricading the entrance and deactivated his Omnitrix. He looked at the woman on the ground, he couldn't see her breathing. Ben bent over and felt for a pulse, nothing. "Must have broken your neck." Ben muttered. "Sorry about that." He said as he left.

When he got home, he immediately went to lay on the couch. "It's been a long day." Ben sighed to himself. He had just started to drift off to sleep when there was a loud knock at the door. Ben cursed and sat up stiffly, his shoulders and back killing him again. "Just hold on a minute!" Ben called as the knocking became pounding. When he opened the door, he found a police officer, he looked pissed. His face was red, he was breathing heavily, and his arm shook as he leaned against the doorway.

"Tennyson you have gone too far this time!" The police officer screamed, spit coming out with every word.

"And who are you?" Ben asked calmly.

"Lieutenant Adam Myers." He hissed.

Ben leaned in and looked behind him, he didn't see anyone else. "Where's your backup?" Ben asked, keeping his voice level and his face neutral.

"I came alone." Myers responded.

"But surly someone else knows that you're here." Ben said, raising his eyebrows to look shocked.

"I-no." Myers said, looking a little put off. Ben needed to get that fire back in him.

"What the hell do you want anyway?" Ben said as rudely as he could. It worked just as expected, Myers tensed up and looked at Ben as if he had just slapped him.

"Don't you dare talk to me like that!" Myers spat. Ben took a few paces back and Myers took a few forward. Ben circled him, now he had his back against the open door and Myers stood where Ben had. Ben slowly closed the door. "Listen here, I saw your handy work down at the market." Myers hissed, advancing on Ben. "The victims are fucking traumatized thanks to the shit you pulled with that Tetramand." He poked Ben's chest angerly.

Ben smiled, locking eyes with the officer while he activated the Omnitrix. "Yeah, I admit that might have been too far." Ben chuckled. Myers punched him in the jaw, he had a nasty right hook. Ben could taste blood, he spat, and a tooth came out. "You know, I never invited you in." Ben said, calmly. "You intruded on my property and assaulted me." He couldn't help it, a smile creeped across his face. Myers' eyes went wide. "And you didn't even tell anyone that you're here, which means you don't even have permission to be confronting me." Myers took a few steps back, a look of horrified recognition on his face.'

Ben slammed down on the Omnitrix, turning into Spidermonkey. The officer drew his gun but Spidermonkey was too fast, he shot a web, ensnared the gun and pulled it out of his hands. "You were going to shoot me." Spidermonkey chittered. "That's not very nice." He smiled nastily, showing off his fangs. Spidermonkey could just rip his throat out and it would be over in seconds, but he had a better idea. One that would be more entertaining.

Spidermonkey charged the officer, bowling him over. Myers started reaching for something in his belt but Spidermonkey grabbed his hand and wrestled it to the floor. He shot a web to stick it down and continued it all the way to his elbow, he did the same thing to the other arm. He stepped away and the officer bucked and kicked, trying to get out of his restraints. "Let me go!" He screamed, his face one of pure rage. Spidermonkey secured the officer's legs to the floor.

"You know, I'm getting really sick of you screaming at me." Spidermonkey said, grinning. He sat next to the officer's head, using his tail to caress his stubbly cheek. He leaned in and whispered, "Let's fix that." Spidermonkey shot a web, covering his mouth and nose in the sticky goop. Immediately Myers started suffocating, he bucked his hips and thrashed his head, trying desperately to free himself. Spidermonkey watched calmly as the officer's chest sucked in and out. Tears streaked down his face. Slowly his struggles diminished, his eyes would roll back in his head and he would appear to lose consciousness for a few seconds before snapping back and continuing to struggle.

"Hm, you're resilient." Spidermonkey said coolly. "No matter, you can only go so long without oxygen." Myers gave him a look filled with hate, Spidermonkey just responded with a smile. It took him more than five minutes to finally pass out, but he knew it took longer than that to kill a person. He deactivated his Omnitrix and left him to die while he cooked himself some dinner. Once he was done eating, he went to check on Myers. Ben didn't even need to feel for a pulse, the body was cold. "Well, if it matters at all, I think you managed to break my jaw." Ben said as he took off the webbings and threw them in the trash.

Ben sat on the couch and flipped through his Omnitrix, debating who would be best to dispose of a body. "He might work." Ben said as NRG popped up. NRG picked up the body and threw it over his shoulder. Behind his house was a small alley that was perfect for what he needed to do. He laid Myers on the ground and started channeling his heat through his hands and into the body. Instantly, where he touched caught on fire, the skin charring and splitting. "Lucky you're dead. You can't feel this." NRG said as he put his hand on Myers' face, he went through his skull like a hot butter knife. NRG couldn't help but to laugh at that thought. "I guess I am a hot butter knife." He said aloud, laughing.

It was taking a long time to cremate the body, and NRG was starting to get worried about timing out. "This just won't do." He said, the body only half turned to ash. He opened his containment suit, taking a second to enjoy the blast of cool air. He grabbed the remains of Myers and shoved them inside his suit. "Time to stop messing around." NRG said as he closed his suit. He focused all his heat to get his containment suit as hot as it could get. There was an intense blast of flames that spilt out of his vents, but it was over in a second. He looked down, at the bottom of his suit was a large amount of ash. "That worked better than expected." He said and deactivated his Omnitrix.

Ben watched the last remaining streaks of light fade from the evening sky and yawned. "It's been a long, long day." Ben sighed and stumbled back in his house. "If fate is kind I won't dream." He said as he started to fall asleep on his bed. "If only." He muttered before the waves of exhaustion dragged him down into oblivion.

Thank you for reading the first chapter of my story. I worked hard on it I'm excited to show it off. I know it's a departure from our normal themes, but I had fun exploring this idea of an evil Ben who still thinks he's doing the right thing. This whole story, from conception to writing was done solely by me, YD. I hope you enjoyed.


	2. Chapter 2

Blood splashed against Four Arm's feet, horror cut through him and he looked down. The worst sight a 11-year-old boy could see met him. Grandpa Max lay on the floor, a gash running from his groin to his chin, pouring blood. A forever knight stood over him, blood dripping from his sword.

Four Arm's mind reeled with horror. "Grandpa?" He asked, his voice cracking. He took a shaking step forward before collapsing to the ground in front of Max. He gently touched his shoulder and looked into the dying man's eyes. Max was gurgling, his lips moving, trying to speak.

Four Arms leaned in close. "Ben…" Max gurgled, barely audible. "It's okay." Four Arms sat up, tears streaking down his face. The light faded from Max's eyes and he took one last shuddering breath, letting it out in a sigh.

A fiery pain blossomed in his upper shoulder, the forever knight that had killed Max had just stabbed him. Unfortunately for the knight all this did was snap Four Arms out of the trance he was in.

Ben woke up, his eyes snapping open. He groaned, it was that dream again. He relived his Grandfather's death so often that he'd become numb to it. Ben used to wake up screaming and crying, unable to go back to sleep, but now it just annoyed him. Ben never did remember much of that day after Max died, next thing he remembered he was standing outside, human again, covered in blood and crying. He was never the same after that day.

It had been a week since he had killed that police officer. Ben stopped in his tracks and tried to remember the name of that idiot, he had shouted it at him. Alex Mayfield? No, that wasn't it. Axel Fuckface McQueen? He laughed to himself with that one. He decided that it didn't really matter what his name was, he was gone now. He continued his way to eat his breakfast; Froot Loops and a Vicodin.

Ben had gone to the doctors the next day and confirmed that the police officer had broken his jaw, it was a hairline fracture. The doctor told him the only thing he could do was take painkillers and eat soft food for a month or so. Ben didn't mind the extra painkillers in his stash, but he was sick of eating oatmeal, so he was going to push through the pain to eat some cereal. While he let the cereal soften in the milk, he found his mind wandering and contemplating his decisions in life.

"What the fuck is wrong with me?" He snapped aloud. "Why am I all sentimental all of a sudden?" He groaned and rubbed his temples in frustration. "I need a distraction." He grabbed his bowl and sat on the couch. He poked at and stirred his cereal as he watched T.V, but the thoughts still swirled around in his mind. He shook his head and took his first bite, it had just been a quiet week. Ben hadn't been called in to a scene since the market, it made him antsy. He didn't like being so sedentary, but he was too injured right now to go picking a fight.

There was a knock at the door. _'Though, if a fight finds me…'_ Ben thought as he finished his mouthful. "How come it's always while I'm chilling on the couch?" Ben groaned as another round of knocking sounded off. "Keep your pants on!" Ben snapped as the doorbell rang. He stormed up to the door and whipped it open. The strangest sight greeted Ben on the other side, it was himself and Gwen, only they were younger than him. Ben furrowed his brow and stared down the pair. "So, uh, what the hell?" Ben asked as he leaned against the doorframe.

"Have you met Paradox?" Little Ben asked.

"Pompous douchebag?" Ben retorted. "Kinda self-assured and way too cocky for his own wellbeing?" Little Ben nodded. "Yeah, I've met him once or twice."

"Well he sent us here to talk to you." Gwen said.

Ben sighed. "Come on in, I was just about to eat." He said, inviting the two of them into his home. "How old are you anyway?" Ben asked with his mouth full, his cereal was finally soft enough to eat comfortably.

"We're 17." Gwen answered.

"And what about you, you look at us like we're kids when you hardly look older than us." Little Ben said, striking an attitude.

"I'm ten years older than you. So yeah, you do look a bit like a kid to me." Ben said irritably.

"Jeeze, that could be me in ten years?" Little Ben snorted. He looked at Gwen and said, "If I ever get like that, shoot me." Both Ben and Gwen gave him dirty looks.

"I could always shoot you now and save Gwen the pain." Ben said as he stood up and strode over to the little snot nose brat and grabbed him by his shirt. Ben snarled down at him, happy that he had kept growing.

Gwen squeezed in between the two Bens and separated them. "Alright, let's try to keep this calm, shall we?"

"Yeah, sure, whatever." Ben spat as he sat back down. "You made me spill my cereal." He growled at his younger self.

"I don't like Froot Loops anyways." Little Ben said.

"Yeah, well I hate oatmeal more." Ben retorted. "And Froot Loops are perfectly fine, thank you very much." He added.

"So where is your Gwen?" Gwen asked.

Ben shrugged. "Dunno, haven't talked to her in years."

"Why not?" Gwen questioned.

"Why does it matter?" Ben snapped. Gwen put her hands up submissively, clearly, she didn't want to get in a fight.

"And what about Grandpa?" Little Ben asked.

Ben tensed up. He grabbed his Vicodin and swallowed it dry before saying, "He died a long time ago." The words hurt to day. Both Little Ben and Gwen flinched and gave him a sympathetic look. Ben swelled with indignation, "I don't need your pity!" He hissed. "It happened when I was 11, I'm over it." He knew it was a lie, but he was insulted by their pathetic attempts of sympathy.

"Let's just get onto the topic at hand." Gwen said, trying to diffuse the situation.

"Sure, whatever." Ben huffed, lounging on the couch.

He kept his eyes glued to the ceiling as Gwen spoke. "We were sent here to talk some sense into you." Gwen said softly.

"Or beat it into you." Little Ben interjected and got scolded for it.

"We know what you've been up to. Paradox told us to give you a warning: If you do not change your ways, and soon, it will be too late." Gwen said, earnestly.

Ben snorted. "What does he know?" He said bitterly.

"Ben, he's a time traveling, dimension hopping, genius." Gwen said in scorning tone.

Ben snapped his head over to look Gwen in the eyes. "Don't you dare talk to me like that!" He spat, his heart pounding in his chest. "Don't you dare treat me as your cousin, because I'm not!" He sat up, all the rage from that fight bubbling to the surface.

"I'm not treating you like you're my cousin." Gwen stated. "I'm treating you like someone who needs advice and needs to listen for once in his life." The scathing words reached Ben and he calmed down enough to recline and put his feet up on the coffee table. Gwen sat down next to him and a put a hand gently on his shoulder. Ben jumped at the touch, he hadn't been touched in a long time and it stirred up emotions that he wasn't willing to handle right then. Ben shrugged her hand away and looked down.

"We saw what you did, Ben." Gwen said softly, putting her hand on her lap. "Paradox took us to watch what you did to so many people." Ben's shoulders started shaking. "You've only been getting worse over the years." Her voice was so soothing, so honest. "But it's not too late." She guided Ben's face to look at her and gave him a soft smile, it was almost motherly.

Panic shot through Ben like a lightning bolt, he felt the intense need to run away. He jumped off the couch and bolted to his room, slamming the door behind him. He paced back and forth, silently cursing himself for being so scared. What was he so scared about anyway? He couldn't find a reason and that made him even more angry. He got dressed quickly, falling on his face when he tried to put on his pants both legs at the same time.

Ben stormed out of his room, Little Ben and Gwen tried to block him in the hallway. Lightning quick, Ben struck his younger self in the temple, knocking him out cold. Ben walked right past him and said, "Don't follow me." He turned into Jetray and crashed through his door, knocking it off the hinges. He sliced through the air, going as fast as he could to who knew where. It didn't matter where he was going, so long as he left.

"Hey! Doofus!" Jetray heard Little Ben say behind him. He turned around, stopping in his tracks. Little Ben had turned into Jetray as well. His younger self crashed into him and they went end over end through the air. "That's for punching me!" He yelled as he blasted Jetray in the face. "And that's for running away when we're only trying to help you!" He said and punched Jetray in the face. Why was it always the face?

Jetray grabbed the imposter's wings and pinned them against his body. He coiled himself around him and started diving to the ground, headfirst. They fought each other for dominance, to see who would land first and take most of the impact. At the very last second Jetray won, they crashed on the edge of a large clearing. When Little Jetray impacted they both bounced, Jetray let go and tried to catch his balance but failed, he tumbled end over end just like his younger self. They landed near the middle of the clearing, a large swath of dirt exposed by their crash.

Both Bens timed out. Ben stood up first, his legs shaking with exhaustion. His whole body ached, and he supposed he was lucky that Jetray could take a lot of punishment. His counterpart was still knocked out, lying face down on the ground. Ben sat down and waited, taking this time to recover. He messed with his Omnitrix, twisting and turning it in random directions like he used to when he was a kid. Gwen arrived before Little Ben woke up, jumping off the platform she rode with a graceful hop.

"Why did you follow me?" Ben asked as soon as she landed.

"Ben's the one who chased after you, I just chased after him." Gwen replied sitting down next to him, her legs tucked beside her elegantly. "I worry about him you know." Gwen said with a sigh. "Especially around you." She added with a meaningful look at Ben. He hated that her glare made him feel guilty. He looked away, determined to stay angry. Little Ben started to come to, groaning and grasping at the ground. "Ben, are you okay?" Gwen asked, trotting up to Little Ben who was standing up.

"Yeah." He panted, "Just tired." Ben felt envious of the feature that, that Ben's Omnitrix had.

"Why did you go after him?" Gwen asked.

"Because, it has become obvious that he will only listen to one thing." He brought up his Omnitrix to bear. "Just like Kevin." He added.

Ben stood up smiling. "Ah, I remember Kevin." He chuckled. Fond memories of that fight flooded to the forefront of his mind. "I'm surprised that Paradox didn't take you there." He taunted, his smile growing wider. "He was the first person I enjoyed killing." He said, a vicious, deranged smile on his face.

Little Ben charged, fury clear in his eyes. He threw a punch that Ben easily dodged. Ben grabbed his extended arm and flipped him to the ground. While his younger self was still winded, he took the opportunity to get in a few cheap kicks, the thrill of the fight coursing through his veins. He had always wondered what it'd be like to fight himself, now he had the chance to find out. It must be his lucky day, and after so long of being pent up in that dark house.

The clever little brat grabbed both of Ben's legs and pulled them out from underneath him. Ben fell back, banging his head on the ground, hard. He growled and pulled his legs back towards him, dragging his younger self with them. They wrestled on the ground, locked in a mad flurry of punches and kicks. "Look at us, fighting like street rats." Ben laughed as he punched his other self in the nose.

Ben felt a rope wrap around his waist, he looked down in time to see a tentacle of mana wrapped around him. He was pulled back and violently, being flung a few feet. Gwen may have meant to make the fighting stop but all it did was allow the two Bens to que up their aliens. Simultaneously the two Bens slammed down on their Omnitrixes. Little Ben turned into Upchuck while Ben turned into Diamondhead.

"Really, Diamondhead?" Upchuck asked, judging him.

"He's a classic." Diamondhead said with a smile. "Besides, you're one to talk." He threw the judgement right back at him. He shot a handful of diamonds at Upchuck who ate them, turned them into energy, and threw it back at Diamondhead. Diamondhead made one of his arms a shield and blocked the blast. They stood at a standstill, both knew that the real fight had yet to begin. The tension rose as they circled each other slowly. Diamondhead smiled, the tension before a good fight was the best part; the anticipation of spilling blood. He turned his other arm into a sword just to be prepared.

Gwen stepped in between them. "Stop it. I'm not going to allow you two to fight." Gwen said to them both. She turned to Upchuck. "Paradox told us to talk to him, not fight him."

"Get out of the way Gwen." Upchuck said, his stance turning more combative. "He's irredeemable." He said, his face twisted in an adorable rage. He had to hold back his laughter.

"You can't see him the way I can. You're looking at it through a hero's lens. I can see the way he reacted when I was talking to him, he's not too far gone." Gwen said firmly.

Upchuck grabbed Gwen with his tongue and tossed her away. "Stay out of this!" He shouted when Gwen came running back towards them. Gwen slowed to a stop but looked unsure of Upchuck's decision. Diamondhead and Upchuck started circling again, he was sure that Upchuck was scared. He should be. Upchuck shot out his tongue towards Diamondhead, in a flash the tip of it fell to the ground. Diamondhead had severed it cleanly.

"Just think of it this way, if you were me, you wouldn't have a tongue ever again." Diamondhead said tauntingly as Upchuck put his tongue back in his mouth and covered it painfully. "So maybe consider yourself lucky." Diamondhead charged, turning his shield back to normal so he could fire crystals while charging. Upchuck dodged the initial barrage and tried circling around Diamondhead but he just turned in place, continuing to fire his crystals. They circled each other several times before Diamondhead got sick of the game and brought up a large wall in front of Upchuck, stopping him cold.

Diamondhead picked up Upchuck and held him up above him. "Really, an Upchuck verses a Diamondhead. What did you think was going to happen?" He pulled back his arm, preparing to gut him when suddenly he shot a tongue out and wrapped it around his eyes. Diamondhead dropped him in shock. Upchuck wasted no time in getting the upper hand by flinging Diamondhead through the air.

He landed on the other side of the field. Diamondhead was stuck, his back spikes had dug deep in the ground. By the time he'd wiggled himself free Upchuck had already crossed the clearing and by the time he stood up had leapt in the air. The kick took Diamondhead by surprise. "Why you little brat!" He spat and grabbed the tongue that had shot out towards him. "I forgot Upchuck has more than one tongue." He said and severed the offending appendage. Upchuck dropped to the ground, his mouth oozing yellowish blood. "But we can fix that." He hissed, smiling.

Upchuck spat blood in Diamondhead's face. The substance was sticky, more like Stinkfly goo than blood. Diamondhead was blinded and Upchuck used it to his advantage. He attacked from all sides with a flurry of kicks, punches and throws. When Diamondhead had finally gotten his eyes cleared from the goo, he looked around the clearing for Upchuck who was behind him. Upchuck sent him sailing over the clearing, this time Diamondhead landed on his side and managed to roll to a stop.

He looked around the clearing and saw Gwen standing to the side of it, suddenly he had an idea. He started running at a slight angle, making his way to Gwen while looking like he was heading to Upchuck. It worked, Upchuck went straight for Diamondhead but Gwen was smarter. Gwen started to back away, noticing that Diamondhead was on a path to her. He couldn't let her get away, he carried out his plan further away that he would have liked. He shot out a barrage of diamonds at Gwen who brought up a simple shield. With a meaningful look to Upchuck he sent a spike from behind Gwen shooting up. It impaled her, entering at the base of her skull and exiting through her forehead. Gwen died instantly, her shield popped, and she went limp against the spike.

Upchuck stopped, taking several steps to do so. His Omnitrix deactivated as he turned to look at his cousin. Little Ben's mouth hung open slightly as he stumbled his way to Gwen. "G-Gwen?" He whispered, his voice shaking. Diamondhead walked quietly up behind him. It hurt to see Gwen, the look of shock frozen on her face. There was hardly any blood on her or the diamond, only a few drops slid slowly down the spike and only a thin streak on the tip.

Little Ben touched her in disbelief. "No… Gwen, no." he moaned. Diamondhead turned his hand into an axe.

"I'll take away the pain." Diamondhead whispered right before he swung. Little Ben didn't even have time to react, his head was sliced cleanly off in one swipe. His body fell, one gush of blood pumping out before it started pooling on the thirsty ground. Diamondhead deactivated his Omnitrix and looked at the scene before him. He felt nothing, he was cold and numb on the inside. He would usually feel excited after a kill, especially one that was this difficult, but the victory was spoiled.

He turned and started to walk away when there was a beep behind him. A bright green light flashed, and he stared in amazement as Little Ben started to rapidly cycle through aliens. He ended up on Wildvine. Ben stepped back, shocked. He watched as Wildvine started to pull himself back together. A few seconds later he stood up and opened his eyes.

"Now that's just cheating." Ben said, shock being replaced by anger.

"I died." Wildvine said in disbelief. "You killed me, I died, and now I'm back." He said, his eyes wide with horror. Ben started cuing up an alien, knowing what was about to come as soon as his younger self stopped panicking. "You killed me." He repeated. His eyes locked onto Ben's, seeing him clearly now. "And you killed Gwen!" He screamed.

Ben took it as his cue to turn into NRG. "You can survive getting decapitated." NRG said. "But let's see you survive getting turned to dust!" He blasted fire out of his vents towards Wildvine, who brought up a thick wall of vines to protect himself. He chased Wildvine around with blast after blast of fire, each time he just barely missed.

NRG was infuriatingly slow to move around in his suit, but he needed to stay in it for his plan to work. He knelt and channeled his heat through the ground, melting rock and dirt into magma which he brought up to force Wildvine to get up in the air. He stood back up and waited patiently, his patience payed off when Wildvine grabbed onto him and pulled him back. NRG let himself walk back, pretending to struggle.

He grabbed the vines behind him and used them to whip Wildvine to the ground. He reigned him in, dragging Wildvine kicking and screaming to him. He opened his containment suit and grabbed Wildvine with his true body. "Let's hug it out." He laughed. He pulled Wildvine in his suit and shut it.

Wildvine screamed, the heat already started to scorch him. NRG heated up the suit more and more, laughing manically. Wildvine caught fire and there was another bright green flash, he was cycling through his aliens again. This time he landed on NRG, already out of his suit.

They quickly wrestled inside the suit, eventually Little NRG escaped, and NRG followed him. He floated in midair, breathing in the fresh, cool air. "Ah, this is how it should be." He said. "Your time is up Ben. The only thing that's different is our skills and I have been doing this longer than you have." he taunted.

"Time…" Little NRG said his eyes wide. "That's it!" He shot over to Gwen and pressed his Omnitrix, turning into Clockwork. "I'll save you Gwen." Clockwork said.

"No!" NRG screamed as Clockwork charged up his powers. His blast of nuclear fire almost hit him before his world was engulfed in green. When he came to, he was Ben again, laying on the ground in a daze. Gwen was alive again, Clockwork holding her close.

"That will do." A disembodied voice said. Paradox appeared in a flash. "Ben, Gwen, it is time for us to leave." Paradox said calmly. He looked Ben in the eyes and said, "I sincerely hope I won't be seeing you again soon." Clockwork, Gwen and Paradox all vanished in a flash of white light.


	3. Chapter 3

Ben stood there in the field, stunned. He didn't move for several minutes. His mind raced, replaying the fight repeatedly. The image of Gwen, dead, shot into his mind. He could see it clear as day, as if that image was obscuring his vision. Ben dropped to his knees and clutched his head in terror.

"Why did I do that?" He asked himself, trembling. "I didn't have to." Tears started stinging his eyes, he hadn't cried in years. "I could have killed him another way." He said, tears dropping onto his knees. "I could have trapped him in diamond and gutted him. I-" He couldn't finish the thought, he started breathing heavily. His heart was pounding so hard and so fast he swore it was going to explode. He didn't know how to handle the panic he was feeling.

Ben started running with no clue where he was going. He ran into the streets, his lungs burning. Ben tripped, landing on his back on the busy sidewalk. He couldn't move, panic and fatigue keeping him glued to the ground, coughing and gasping for air. No one stopped to help him, or even look at him. They stepped over and around him. Ben felt so alone.

Ben recovered enough to get up and go sit on the curb. He sat there, his brain going from frozen in terror to racing like he was Grey Matter and back again. He breathed fast and deeply, crying. He clutched his knees to his chest and rested his head on his knees. He felt like he was going crazy. Maybe he already was crazy, and this was what sanity felt like.

Someone touched his shoulder lightly. "Hey, are you alright?" It was a female voice. Ben turned quickly to the woman, his eyes wide. "Whoa there, it's okay." She said soothingly. She had long black hair and ice blue eyes. Her tanned skinned was freckled across her nose and she had on nice makeup. "What's your name?" She asked

"B-Ben." He stammered, his voice trembling.

"Hello Ben. My name is Alice." Her voice was so soft and gentle. "Are you okay?" She asked. Ben shook his head no, his voice trapped in his throat. "What's wrong?"

Ben mentally latched onto her, using her to help pull him back to reality. He gulped and said, "I don't know." He started shivering, adrenaline wreaking havoc on his nerves.

"I think you're having a panic attack right now. Have you ever had one before?" Alice asked, keeping her eyes locked on his. Ben shook his head no. "Let's breath, okay, follow me." She took in a deep breath through her nose, Ben did the same. The let it out slowly through her mouth, Ben followed along, his breath coming shaky.

"In. 1…2…3…4…5…" Alice said, guiding Ben. "Out. 1…2…3…4…5…" She repeated it a few times before she instructed, "Start counting with me."

"In. 1…2…3…4…5… Out. 1…2…3…4…5…" Ben echoed her. With each breath in and out his heartrate slowed a little bit. His breathing steadied and his mind stopped racing. The last thing to stop were his tears.

"Do you want to talk about what happened, I got a while before I got to be where I'm going." Alice asked, letting go of his shoulder.

Ben shook his head, "It's a long story, you wouldn't believe me. Even if you did you would turn me into the police and I really don't want to go through that hassle." Ben said, his honesty surprising him. He was thankful to Alice, when others stepped over him, she decided to reach out.

Alice furrowed her brow but said, "Okay then, I understand." She reached into her purse and pulled out a business card. "If you ever want to talk to me." She said as she stood up and handed him the card. Ben took it and read it.

"Alice Myers

Psychotherapist

555-8943"

Ben looked up, looking for Alice, but she was gone. She had walked away while Ben was reading. He felt sad for some reason, but that sadness quickly turned to apathy. He pocketed the card and turned into Big Chill. He headed home, flying slowly and skimming the top of buildings.

He phased through his walls and landed on his couch. He closed his eyes and rested, struggling to keep his panic in check. There was a noise from further inside his house and Big Chill snapped his eyes open. Silently he glided through his house, he almost looked like a ghost. He found the person in his room, rummaging through his dresser.

"Well, hello there." Big Chill said as he grabbed the intruder from behind.

"Fuck!" The man yelled in surprise. Big Chill started dragging him backwards, using his wings to help. The intruder was strong for his size but not strong enough. Big Chill forced him onto his back and froze his arms and legs to the ground.

"You know, it's not very nice to go robbing people." He said with a smile. He floated over the robber, laying just above him. "Now, just what were you thinking?" He asked.

"I was thinking that you're the idiot that doesn't have a door." The man spat, struggling to break the ice.

"Oh, I see. So that just gives you the right to steal all my shit, right?" Big Chill said sarcastically.

"Fuck you, you freak!" He screamed, bucking his whole torso. Cracks started to form on his restraints.

"My, my, my. You really love that word, don't you?" He leaned in close to the man, their noses almost touching. "I was actually thinking of just putting a tracer on you but now you've insulted me." Big Chill said, a wide smile on his face. "Answer me this, are you the only one here?" He asked. The man responded by spitting in his face. "This is the thanks I get for giving you one last chance?" Big Chill hissed. "I'm going to enjoy this." He took a deep, icy breath in and caressed the man's face. He put his thumbs in the corners of his mouth and forced his mouth open.

The man struggled, thrashing his head and biting Big Chill's thumbs. No matter what he did it didn't detour Big Chill. Big Chill kissed the intruder and sent his icy breath down into his lungs. The man let out a horrible gagging sound and Big Chill pulled back. Ice spilled out of his open mouth, Big Chill could see that his tongue was frozen as well.

"Did you know that when things get frozen solid, they get fragile?" Big Chill asked, setting the intruder free from his icy prison. He started scratching at his throat, tears streaking down his face. "And your lungs are thin." He added as he pulled back his fist. The man rolled over, his knees to his chest.

Big Chill smashed his fist into the man's back the rolled him over and did the same to his throat. When he hit his throat there was a satisfying crunch and it left an indent. Big Chill just shattered his trachea. He watched as the man writhed in pain and fear. His mouth was opened wide, but he was unable to make a sound. "Shouldn't have spat in my face." Big Chill said with a chuckle. When he finally stopped moving Big Chill went to check the rest of his house, to make sure that no one else was intruding. Sadly, there were none.

He deactivated his Omnitrix in the kitchen and looked for something to eat, he never did get to eat his cereal. He decided on some canned soup and while that was heating up, he wandered around the house, taking in the damage. Everything was thrown everywhere, though some of that may have been his normal mess.

Ben caught a glance of himself in the mirror and stopped dead. For just a second, he didn't have a head, but when he turned to face the mirror it was back. His heart raced as he touched his reflection, something seemed wrong. He looked wrong but he couldn't place it. It was almost like it wasn't himself, but it was himself. Ben looked into his own eyes and saw his eyes, same with his nose, lips, cheeks, jaw, but when he looked at his whole face it just wasn't him. He punched the mirror, the twisted reflection cracking, blood dripping down it.

The fresh pain gave something else for Ben to focus on. He turned away and kept his eyes glued to the floor. He sat down at the table, picking fragments of glass from his hand. "I must be cracking." Ben said as he picked out a larger piece, he tossed it on the floor carelessly. The smell of the soup filled the room, letting Ben know that it was heated up enough. He didn't have any clean bowls, so he just ate it straight from the pot.

"Why is my life such a mess?" He asked himself aloud, the silence allowing his mind to wander. _'Maybe because you're a villain.'_ He heard a small voice say. Ben snorted, what a ridiculous thought. The people he killed were villains, if anything he was an antihero. _'What about Myers?'_ Ben stopped, his spoon half way to his mouth.

"He doesn't count." Ben growled after a minute of thought. He ignored everything else the tiny voice said. His mood got worse and worse, he felt like he was going to explode any second. He got up and started pacing his house, going up and down the main hallway. After the fifth time he passed his broken-down door he picked up and tried his best to fix it. He continued to pace back and forth, he felt like he was stuck in a loop unable to do anything else. Ben forcefully grabbed a door handle as he passed it just to stop himself. His hand shook around the brass knob, he dropped to his knees his eyes burning with tears that threatened to spill over.

He opened the door that he was clutching onto, it was his bedroom. Ben forced himself to stand back up if only to go lay on his bed. The robber had thrown a lot of things onto his bed while he was searching Ben's room, but he didn't care, he laid down on top of it all.

Laying on his back, memories came flooding back to Ben. The memory of the first night after Max died, he and Gwen held each other, neither of them able to stop crying for more than an hour. The memory of when their parents arrived and tried to take them out of the Rustbucket; they had managed to hold out for three days before food ran out and they had to leave. The memory of Ben's first kill, how bad he had felt and how Gwen comforted him. The horrified look on Gwen's face when she saw what remained of Kevin.

Even when he got more twisted Gwen was still there, the only ray of sunshine in his dark, twisted vortex of a life. She had defended him when Azmuth tried to take away the Omnitrix. She had tended to his wounds when he had deactivated the safety protocols. They used to have fun, he remembered when they were 15 and they went to the beach; it was the perfect day. She was always the voice of reason in fights, stopping him before he went too far and understanding when he had to do what he did best.

But things weren't all sunshine and rainbows back then. He and Gwen had fought all the time. It seemed like for every good memory he could bring up he could bring up just as many bad ones. Their fighting just got worse over the years, sure they would never stay mad at each other for long, but it just got worse. Their fights started to get violent, it started out with just pushes and shoves but over time it escalated. The memory of the last fight forced its way into his thoughts; the feeling of her throat in his hand, the struggle to control his instincts.

Guilt crept through his heart like a jaguar stalking its prey. It had been a long time since he even thought about Gwen, aside from glimpses of his conscience here and there. Then _that_ Gwen came along and shook everything up, now he couldn't stop thinking about anything.

There was a cell phone right next to his face, it was Ben's. He sat up and grabbed it, he hadn't used it in a long time. "Since I left Bellwood." Ben said aloud. He tried to turn it on, doubtful that it was still charged after all these years. The phone lit up, still 30 percent charged.

That was interesting, there was a new voicemail, dated back to a couple months after he left. He clicked play. "Ben, I don't know if you're ever going to get this." It was Gwen. "Your phone keeps going to voicemail, I wish you would just turn your phone on." She sounded so sad. "Look, what I need to say is that, if you ever want to talk to me again, just call. Will you do that? Call? For me?" Ben felt tears run down his face. "I don't hate you, you know." She said after a few seconds of silence. The voicemail ended shortly after that.

The image of the Gwen that was here this morning popped in his mind, her motherly smile. Ben checked his contacts; her number was saved under "Doofus". If she answered than it was a sign, he decided and pressed call. One ring… two… three… four…his heart started to sink. "Hello?" Gwen's voice trickled through the phone. Ben jumped, his heart racing.

"Gwen?" Ben asked, hardly believing it.

"Ben?" Gwen's shocked voice asked.

"Y-yeah." He stammered. "I, uh, got your voicemail." He said lamely, his mind drawing a blank on what to say.

Gwen chuckled. "That was a long time ago."

"I hope not too long." Ben sighed.

"Of course not, what have you been up to?" She asked.

"Oh, you know," He paused, thinking of what to say. "Working for the police." It wasn't a lie. "What about you?"

"I'm a social worker." Ben flinched, of course she would do something like that.

"I, uh-" His voice cracked, and he swallowed hard. "I was wondering if you could visit." Tears fell from his eyes as he asked. Ben was sure she could hear him cry. "I really want to see you." He said. "I need to see you." He corrected after a few seconds.

There was a brief pause that felt like it lasted an eternity. "As luck would have it, starting tomorrow I have a couple days off. I could be there by tonight if I push through this paperwork." Ben could here the rustling of paper. "Text me your address, I need to get going before my boss catches me on my phone." Gwen said with a chuckle and hung up. Before Ben could change his mind, he rapidly typed out his address and sent it. He groaned in apprehension, already regretting his decision.

"Nothing I can do about it now." Ben sighed. "If I told her I changed my mind she'd come over anyway." As he pushed the clutter off the bed, he cursed his moment of weakness. Why did he have to call Gwen; her showing up here was just going to lead to disaster. Between the fight this morning and the panic attack that came shortly after Ben was already exhausted, he laid back down and did his best to get some sleep.

The sound of the doorbell ringing woke him up. Immediately pain radiated from his jaw, making him groan. It appeared as if he had rolled over in his sleep and slept on his injured side. The doorbell rang again, and he shuffled over to the door, unable to open his mouth enough tell them to wait.

Standing at the door was Gwen, beautiful and perfect as ever. Her auburn hair was pulled back in a bun and she was still wearing a dress suit. Ben was stunned into silence, he didn't realize that he had slept for so long. "Hello Ben." Gwen said with a friendly smile. Her smile turned into a small frown. "What happened to your face?" She asked reaching her hand for his injured jaw.

"Some asshole punched me." Ben muttered as he stepped back. "Come on in." He said as he walked further inside. As Gwen followed him, he became acutely aware of how much of a mess his apartment was. There was trash littered everywhere, several drops of blood were dried in the entryway to the kitchen. The cereal he had spilt that morning still lay on the ground, dry and soggy at the same time. Ben sat on the couch and grabbed the painkillers from the coffee table. He took a couple dry, the dull, burning pain a special kind of hell.

"I could have just healed your injury." Gwen said as she sat next to him. Her hand glowed with her magic and she slowly reached out again. Ben didn't fight, letting her touch him this time. The pain slowly melted away as Gwen's expression turned more worried. "Oh, Ben," She whispered. "time has been tough on you, huh?" Warmth spread throughout his body as in one fell swoop Gwen healed all the injuries she could. From aches that never left him to the injuries that never fully healed she healed him.

It was only after the pain dissolved that Ben realized just how much pain he was in all the time. "I haven't felt this good in a long time." Ben said, astonished by the difference.

"I'm guessing about ten years." Gwen said with a playful smile.

Ben chuckled nervously. "Yeah, about that." He sighed, his heart swelling with joy. Gwen's very presence seemed to soothe the twisted thorn bush that was his heart. "Why did we ever fight?" He asked, the memories of his anger seemed so silly.

"Because you were hurting." Gwen said seriously and then put on a smile. "And you were an idiot." Her tone was playful.

"It's not funny." Ben snapped his temper flaring.

Instantly Gwen's face returned to serious. "You're right, I'm sorry." She sounded sincere and professional.

"Don't use your clinical voice with me." Ben growled, insulted that he was being treated like one of her clients.

Gwen blinked a few times but then nodded and put on a friendly smile. "How about we switch subjects." Gwen suggested. "Why don't you tell me why you invited me here out of the blue." It was obvious that she was being careful with how she worded things and how her tone came across. Ben had to admit that she was good.

Ben sighed, begrudgingly letting go of his anger. "Something crazy happened this morning." Ben said slowly, not sure how to say what he wanted to say. "I-" his voice cracked, a vivid image of Gwen's corpse flashing in his mind. He swallowed nervously and said, "I was visited today by another Ben and Gwen, us from a different universe." His heart pounded as he retold the story. His voice cut out when he got to the part where he killed Gwen, unable to handle the shame and guilt he felt and so he skipped over it, going on to describe how he had, had a panic attack and that a kind woman helped him. "I-I don't know what to do, I feel like I'm going crazy, Gwen." He said, covering his mouth and choking back a sob. "What's wrong with me?" He asked desperately, he looked into Gwen's eyes and felt like he was losing control of his own mind.

Gwen took a few seconds before answering slowly. "Maybe seeing us, what we could have been, triggered something in your psyche and now your whole outlook on morality is changing." She paused for a second in deep thought. "The brain doesn't like to change it's outlook, it's easier for it to stay the way it is than to change anything and it will fight hard to keep the status quo." After a few seconds on Ben not responding she added, "I think that your emotional outbursts are caused by your brain trying to protect you from a paradigm shift."

"Why does it hurt so much?" Ben asked. "Why do I feel so guilty when I've never felt guilty before?" He quickly added.

Again, Gwen took a few seconds to answer. "I think it's because of the paradigm shift, suddenly your conscious is waking up and telling you all the bad things you've ever done. It hurts, it's going to hurt, but on the other side of that pain is beauty." Gwen put a reassuring hand on his shaking shoulder.

Time froze, in an instant two thoughts came to mind. He was angry, he felt pitied and belittled, he couldn't stand for that. At the same time Gwen's warmth sunk through his thick hoodie and the gesture felt good and inviting.

Fear gripped his heart, mind and soul as time resumed. It physically hurt, and Ben clutched his chest and curled up. "Ben!" Gwen cried in surprise, putting an arm around him. "Are you okay, what's wrong?" Her voice was panicky.

Ben's skin crawled and Gwen's touch made him want to scream. Fear filled his heart and rage dug it's claws into his brain. "Stay away from me!" He screamed. In one quick, fluid motion Ben shot up, turned to face Gwen and brought his elbow slamming into her face.

Blood poured from Gwen's nose as she fell back against the couch, stunned. For a second Ben struggled to regain control of his anger, but he couldn't. He leapt onto Gwen, knocking the couch over in the process. Gwen tried to throw up a shield but in her stunned state it was weak, and Ben easily shattered it. Ben focused his punches on her head, knowing that it took concentration to use her magic. Blood covered Ben's hand and splashed up onto his face. Eventually Ben stopped, breathing heavily. Gwen's face was a wreck; swollen, bloody, black and blue. She laid unconscious, her breath rattling softly through the air.

Ben gulped, trying to swallow the lump that had formed in his throat. His heart pounded and his mind went blank. He needed to run away, it wasn't safe for him here. Ben threw open his font door and ran, abandoning Gwen in her vulnerable state.

The night air was surprisingly cold, it stung his burning lungs with each breath he took. He ran down the sidewalk with no purpose or direction, simply running out of an animalistic fear. Suddenly he ran into someone, sending him falling back. Pulling his arm back Ben prepared for a fight but stopped dead in his tracks when he saw who he ran into. "Paradox?" Ben asked, looking up at him.

"Indeed Ben." Paradox sighed, his voice was solemn, and he looked deeply sad. "I didn't want to be here." He said, leaning on his cane. "But it wasn't my choice to be here, it was yours." He locked eyes with Ben, giving him the most intense and scrutinizing look Ben had ever received.

"What the hell are you talking about?" Ben spat, standing up.

"That does not matter anymore." He said, his voice sorrowful. In the blink of an eye Ben was on lying face down on the pavement, his arms restrained behind him.

"What the fuck?" Ben shouted as he struggled against the handcuffs. "How did you do that?"

Paradox ignored him. "We're ready." He said to no one. Ben's Omnitrix beeped a couple times before his vision was consumed in a bright green flash.

"Nice to see you again, Ben." Azmuth said, standing right in front of Ben. "So, it has come to this." He said with a sigh. "I was hoping that as the wielder of the Omnitrix you would eventually come to your senses and do what was right." He sounded so confident and arrogant, looking down on him metaphorically. Physically his large green eyes investigated Ben's his rectangular pupils studying him like one would study a bug.

"I have been doing what was right, keeping the bad guys away." Ben retorted, lunging towards Azmuth.

Azmuth leapt back, keeping out of Ben's reach. "You've only kept them away by being a bigger villain." Azmuth said, narrowing his eyes.

"I did what was right." Ben snarled, glaring at Azmuth.

"If you truly believe what you have done is right then you are even further gone than I thought." Azmuth sighed. "Admittedly the blame is not all on you, I played my part in this horrid outcome." Azmuth walked to Ben's side, keeping out of range of any kicks Ben could do. "Restrain him, I want to get this over with as fast as possible."

Paradox tried to hold Ben down by his shoulders, but Ben kept fighting, landing several hard kicks, shoves and headbutts. Paradox stepped back with an exasperated sigh. "You must understand that I don't usually have to fight."

"Useless." Azmuth scoffed in frustration. "Fortunately, I have prepared for this eventuality." Azmuth said as he walked towards a desk. He pulled out a syringe filled with a clear fluid.

"And just what the fuck do you think you're gonna do with that?" Ben spat managing to sit up.

"Me?" Azmuth said sarcastically. "Nothing." He walked over to Paradox and handed him the syringe. Ben felt a prick in the side of his neck and turned to see that Paradox was now right next to him, with an empty syringe.

"Fuck…" Ben slurred, already he could feel his brain fogging up. Ben stood up, adrenaline lending a hand, but he had no idea where he was going. After only a few steps Ben's legs gave out and he crashed to the floor, face first. Ben's heart raced and he was afraid, but his body refused to move. He felt the soft pitter patter of Azmuth's feet on his back and felt the handcuffs being removed. Darkness crept into his vision, no matter how hard Ben struggled he couldn't stop himself from passing out.

Ben woke up with a gasp and whipped his head around to take in his surroundings. He was in the middle of the city, it was night, and no one was in sight. "What did people just think I was a homeless rat?" Ben spat. A breeze blew down the street and Ben's eyes widened with horror; he could feel the breeze on his left wrist. Slowly, he looked down, not daring to believe it was true.

His Omnitrix was gone.


	4. Chapter 4

Hey, I'm not one for author notes at the beginning of a story but I'm putting it out now, trigger warning for suicidal ideation and suicide. If you can't handle that just skip down to the author notes at the bottom, please, I have an announcement down there. (YD)

Ben's stomach dropped as his mind refused to process what he was seeing. "It's gone." He said in a hoarse whisper. He curled up, holding his knees close to his chest. He expected himself to cry but after the shock wore away, he didn't feel anything, he felt as numb and hollow as ever.

Ben stood up, his legs like jelly, and walked down the street. He had no idea where he was going but felt as if he needed to move. He swayed with each step, his shoulder slamming into the building he walked next to. "What am I going to do now?" He murmured aloud. "Can't be a hero. Am I doomed to live in a world where evil wins?" He let out a sad chuckle. "Who am I kidding; I lost the watch because I'm evil."

The thought made him stop in his tracks, he had said it sarcastically, but it wasn't a lie. "I am evil." He said again. He collapsed to the dirty sidewalk as a lone car zoomed by. "When did that happen?" His voice cracked and he let out a broken chuckle. "When did I cross the line and become a villain?" He let out a long sigh and leaned his head against the wall. "The only thing that would make this more melodramatic would be if it was raining."

He took in a deep breath in and let it out slowly, only idiots wrestled with their morality. He took a minute to access what was on him. It wasn't much, five now useless tracers, his wallet and his phone which was dead. He idly played with the tracer, accidentally activating the locking mechanism and stabbed his thumb. He cursed and shook the blade out of his finger. "Stupid thing." He mumbled with his thumb in his mouth to stop the bleeding.

"Great, now I'm a baby, sucking my thumb in the middle of the street." Ben grumbled, standing up. Being still was unbearable at that moment so he continued his aimless wondering. No matter how hard he tried to shake off the thought that he was unforgivably evil he couldn't, it consumed him. He tried to dismiss his actions as justified as he always did. Usually it worked and he could go on living his twisted life, but for some reason the thought just wouldn't leave him. He had to face the fact that if Ben had ever come across someone who did the kinds of things he did, he would deem them as evil and kill them.

"They should have just killed me." Ben said. Why didn't they? After all the crimes he committed it was the only suitable punishment. "This is just hell!" Ben cried out in frustration. "How dare they just…" His voice trailed off, unable to sustain the anger. "They should have just killed me." He whispered. Ben could not conceive of a reason why Azmuth and Professor Paradox would let him live other than to torture him.

He eventually wandered into an area of the city that was more active, bars and a few diners were open, and he decided to stop in for a drink. It was definitely a low-class establishment, the dim yellow lighting and dark furniture being a dead giveaway. The air was thick with the smell of cigarette smoke and strands of it hung lazily in the air. Ben sat on the uncomfortable leather barstool and ordered a jack on the rocks.

Ben sighed and stared at his bare wrist, he felt naked and vulnerable without the watch and it only added to his stress. When the amber drink was set down in front of him, he drank it in two swallows, burning his throat terribly. "Take it easy, man." The gruff bartender said in surprise.

"It's been a terrible day." Ben said and then motioned for another drink.

"Does it have something to do with the blood and bruises on your knuckles?" The bartender asked casually as he handed Ben another drink.

Ben self-consciously wiped his knuckles on his pants. "Yeah, kind of." He took a slow sip from the lowball glass. He drank slowly and steadily, every time his glass emptied, he ordered another. "Hey." Ben said to the bartender, grabbing his fifth drink. "What would you do if you met a killer, like, you knew that this guy had killed a lot of people." He spoke with his hands, almost spilling the drink. "Ted Bundy type of person."

The bartender took the drink out of Ben's hand and placed on the counter in front of him. He had a thoughtful look on his face as he pondered the question for a minute. "If I knew he was a murderer I'd kill him. I don't mind going to jail to avenge others."

"Now what if you were the killer." Ben said, grabbing his drink and taking another sip. His thoughts were slowed, and he had to concentrate on the glass to grab it. "What if suddenly you felt guilty for all your wrong doings." He gave the bartender an intense stare.

"If a murderer was actually sorry for what he did he'd off himself." The bartender said with a shrug.

Ben let out a bark of laughter. "Eye for an eye type of guy huh?"

"Only fair. Kill yourself before you have a chance to justify what you did to yourself." He said harshly.

"That's cruel." Ben said with a chuckle. He laid his head on his arms while he waited to take another sip.

"That's your last drink buddy." The bartender said. "I'll call you a cab."

He started to walk away when Ben said, "I don't got anywhere to go." He then thought of a quick reason why. "Wife kicked me out, said never come back." Even drunk Ben was a good liar.

"In that case there's a hotel just down the street. Big skyscraper, can't miss it." The bartender said and then paused. "I'll tell you what, you seem like a young man just down on his luck, I'll pay for you to stay the night there."

"How kind of you." Ben slurred and then finished his drink in one gulp. He paid the bartender and the man even took the time to point out the large hotel just a few buildings down from them. Ben staggered down the street, more drunk than he'd like to admit.

When he walked into the lobby the receptionist was already expecting him. "You must be our new arrival." She said cheerfully.

"He actually did it." Ben muttered aloud. He walked up to the pretty receptionist and got his key card. She told him where he was staying and wished him a goodnight. The room was cold, cookie cutter and had an overpowering perfume sprayed in it. He threw open the curtains to see his view obstructed by the brick wall of the neighboring building. "What's even the point of having a window then." Ben said. He wasn't surprised though, he was only on the third story and its neighbor was at least ten.

"I wonder if this place has a mini bar." Ben muttered and started searching for one. "Ha-ha! Score!" He exclaimed victoriously as he found the small bottles of liquor and other various items. He started downing the small bottles quickly. "Oh, wait, this shit is probably really expensive." Ben said, in realization but then after a moment shrugged it off and continued drinking.

Ben's stomach twisted suddenly as his body finally told him to knock it off with the drinking. Hanging onto the cool toilet for a few minutes longer while waiting for the room to stop spinning he contemplated what that bartender said. His thoughts were interrupted when his stomach heaved again. "Maybe he's right." Ben said, his voice echoing around the bowl. "He didn't even know my situation and he knew what I should do." He vomited one more time, his stomach completely emptying.

He laid on his back, the cold floor comforting but the blue florescent lights blinding. A flood of sadness and depression hit him all at once, he couldn't bury his guilt or pain anymore. He broke down in sobs every regret he ever felt or ever pushed away coming back to haunt him. What was wrong with him? He had done such evil acts under the guise of a greater good, of stopping those worse than him. Was he ever really a hero or was he just an arrogant kid with a power too great for him at the time?

"That Ben seemed to have such a great life. He seemed happy and in control. He seemed to get along with his Gwen so well." He mused aloud. He let out a broken sob of laughter. "I always thought that it was everyone else's fault I was so unhappy. Isn't that a scary thought?" He paused for a moment, realizing that he was talking out loud. "I must sound insane." He said, turning his head and looking at the small bathtub. He wiped the tears away that were blurring his vision.

Ben tried desperately to stop thinking, pulling at his hair to try and focus on something else. All he could think of was all the people he killed, it didn't matter if they were guilty or not, they appeared in his mind with scornful expression. "Stop it, get out!" He cried out of desperation. He curled in on himself and slammed his head against the uncaring tile. "I'm sorry!" He said, massive tears rolling down his face. "Just leave me alone." He whined.

The most horrifying vision played out in his mind, he could see it clear as day. Grandpa Max with his guts hanging out of him shaking his head disapprovingly. "Oh God," Ben whispered, his breath catching in his throat. "He'd hate me." With that thought Ben felt something in him snap, like a thin wire pulled too taught, he suddenly stopped crying. For a few minutes his brain paused, and he laid there – staring at the wall bath – a sad, broken man. He sat up automatically, as if he was a puppet being pulled up by marionette strings.

Ben stood up, the thought of what he had to do already in his mind. He took one last look at himself in the mirror, he looked awful. His hair was messy, and his eyes were red, and face blotched with pink. A small smile played across his lips as he walked out of his room. When he got to the elevator, he picked the top floor and stumbled to the back of the small box, his stomach twisting when he started to rise. The beep of the elevator warned that the elevator was about to open, and Ben prepared himself to walk out, his drunkenness effecting his coordination heavily.

Looking down the hall he saw that there was one room at the very end of the hall, and he headed there, almost tripping over himself. Ben felt no fear, yet his heart raced as he raised his hand to knock on the door. He pounded on the door, sure that the occupant would be asleep by now. Luckily there was someone in there, a yelp confirmed that. Ben knocked again, impatiently.

"Who the fuck are you?" A woman asked, answering the door in a beautiful silk robe.

"Company." Ben said irritably as he bowled her over and entered her room.

"Now wait just a hot minute, you can't just barge in my room at three in the morning!" The blonde said in a huff, grabbing Ben by the shoulder. "My God, you smell like a bar. You're drunk!"

She was getting in his way and it was really starting to get on Ben's nerves. Ben spun around and slammed her against the narrow entrance hall wall. "Listen here you stuck up little _bitch._" Ben hissed as he placed his hands over her shoulders to hold her in place. "Just because I'm drunk doesn't mean I'm not dangerous." He looked into her dark brown eyes and repressed the urge to hit her. "I will be out of your hair in a minute if you just leave me the fuck alone." He said and let go of her. Ben went over to her window and looked down, he had a perfect view of the streets below.

"What are you doing?" She asked as Ben picked up the desk chair but then screamed when Ben slammed it into the window. Ben stumbled backwards, not prepared for the kickback he'd experience. He looked to see a small crack had formed in the glass. "Hey!" The woman yelled trying to get Ben's attention.

"What?" Ben snapped as he spun to face her.

"Just what the fuck do you think you're doing?" She asked, a fire in her eyes.

"I was planning on killing myself. Wanna join me?" Ben said bluntly turning around to strike the window with the chair again. The crack widened.

The woman grabbed his shoulders and kicked at the backside of his knee, causing him to fall. "Why the hell do you want to kill yourself?" She asked as he laid stunned on the thin carpeting.

"Done some real bad things." Ben said as he got back up, using the chair that he never let go of to prop himself up. "Can't live with myself." Ben said as he struck the glass for a third time.

"Surely you got something to live for." The woman said, now more gently.

"Nope, nothing that outweighs what I've done." A fourth strike punctuated his sentence. The crack started to spiderweb across the window.

"What's your name?" The woman asked.

"Not falling for it." Ben said bluntly, preparing to strike again but leaning too far back and stumbling.

"What have you done that is so bad that you resort to taking your own life." She asked frustratedly.

Ben charged the window with the chair, finally shattering it. He through the chair to the side and faced the stranger. "I have killed more people that I can count, and I loved it." He said, staring the woman in the eyes intensely.

"If you loved it so much why are you trying to off yourself?" She retorted.

Ben let out an angry laugh. "Because I now realize just how evil of a human being I am and I can't do it anymore. I can't live with this guilt and so I won't." Ben said, throwing his arms out in frustration. The wind whistled invitingly just outside.

"So what? Are you just going to kill yourself like a coward instead of facing the consequences of your actions? Do you really think that killing yourself will bring anyone closure or avenge any family? It won't, it's pointless. You can't become a hero by dying, that's not the way the world works." She ranted, speaking passionately from the heart.

Ben lashed out in anger, grabbing her by her robe, turning her around and dangling her out of the window; she screamed shrilly. "I am dying tonight!" Ben screamed in rage. "It's your choice whether you go with me or not, I don't mind." He shook her once, causing her to scream even more frantically.

"I don't want to die!" She cried. Ben pulled her back in and threw her to the floor.

"Hopefully you won't go to Hell, but if you do, I'll see you there." Ben said and without another word, without hesitation, leapt out of the window.

For a second, he was afraid, his stomach riding up into his throat but then a memory came to him that eased him. He remembered the first time he went Stinkfly and soared through the sky, this almost felt the same. He closed his eyes and smiled, letting his last thoughts be of when he was an innocent boy flying for the first time.

So that was a lot. I can't say it was fun to write but I knew from the beginning that this is where it was going to end up. This is the first story I ever ended, and I hope that you enjoyed it. Though, that leads me to a thought that I want to share with you guys. Ben had a choice to make a chapter back, wonder what would happen if he chose to go down the other road. How would you guys like to hear that story; hear how Ben recovers and becomes a better person. Thing is that if no one want to hear it then I'm not going to write it, so please, let me know if this isn't where you want the story to end. I do have to say that if I explore the other option it will lengthen the story quite a bit as there's a lot of content to cover there. (YD)


	5. Chapter 3 alternative

Ben stood there in the field, stunned. He didn't move for several minutes. His mind raced, replaying the fight repeatedly. The image of Gwen, dead, shot into his mind. He could see it clear as day, as if that image was obscuring his vision. Ben dropped to his knees and clutched his head in terror.

"Why did I do that?" He asked himself, trembling. "I didn't have to." Tears started stinging his eyes, he hadn't cried in years. "I could have killed him another way." He said, tears dropping onto his knees. "I could have trapped him in diamond and gutted him. I-" He couldn't finish the thought, he started breathing heavily. His heart was pounding so hard and so fast he swore it was going to explode. He didn't know how to handle the panic he was feeling.

Ben started running with no clue where he was going. He ran into the streets, his lungs burning. Ben tripped, landing on his back on the busy sidewalk. He couldn't move, panic and fatigue keeping him glued to the ground, coughing and gasping for air. No one stopped to help him, or even look at him. They stepped over and around him. Ben felt so alone.

Ben recovered enough to get up and go sit on the curb. He sat there, his brain going from frozen in terror to racing like he was Grey Matter and back again. He breathed fast and deeply, crying. He clutched his knees to his chest and rested his head on his knees. He felt like he was going crazy. Maybe he already was crazy, and this was what sanity felt like.

Someone touched his shoulder lightly. "Hey, are you alright?" It was a female voice. Ben turned quickly to the woman, his eyes wide. "Whoa there, it's okay." She said soothingly. She had long black hair and ice blue eyes. Her tanned skinned was freckled across her nose and she had on nice makeup. "What's your name?" She asked

"B-Ben." He stammered, his voice trembling.

"Hello Ben. My name is Alice." Her voice was so soft and gentle. "Are you okay?" She asked. Ben shook his head no, his voice trapped in his throat. "What's wrong?"

Ben mentally latched onto her, using her to help pull him back to reality. He gulped and said, "I don't know." He started shivering, adrenaline wreaking havoc on his nerves.

"I think you're having a panic attack right now. Have you ever had one before?" Alice asked, keeping her eyes locked on his. Ben shook his head no. "Let's breath, okay, follow me." She took in a deep breath through her nose, Ben did the same. The let it out slowly through her mouth, Ben followed along, his breath coming shaky.

"In. 1…2…3…4…5…" Alice said, guiding Ben. "Out. 1…2…3…4…5…" She repeated it a few times before she instructed, "Start counting with me."

"In. 1…2…3…4…5… Out. 1…2…3…4…5…" Ben echoed her. With each breath in and out his heartrate slowed a little bit. His breathing steadied and his mind stopped racing. The last thing to stop were his tears.

"Do you want to talk about what happened, I got a while before I got to be where I'm going." Alice asked, letting go of his shoulder.

Ben shook his head, "It's a long story, you wouldn't believe me. Even if you did you would turn me into the police and I really don't want to go through that hassle." Ben said, his honesty surprising him. He was thankful to Alice, when others stepped over him, she decided to reach out.

Alice furrowed her brow but said, "Okay then, I understand." She reached into her purse and pulled out a business card. "If you ever want to talk to me." She said as she stood up and handed him the card. Ben took it and read it.

"Alice Myers

Psychotherapist

555-8943"

Ben looked up, looking for Alice, but she was gone. She had walked away while Ben was reading. He felt sad for some reason, but that sadness quickly turned to apathy. He pocketed the card and turned into Big Chill. He headed home, flying slowly and skimming the top of buildings.

He phased through his walls and landed on his couch. He closed his eyes and rested, struggling to keep his panic in check. There was a noise from further inside his house and Big Chill snapped his eyes open. Silently he glided through his house, he almost looked like a ghost. He found the person in his room, rummaging through his dresser.

"Well, hello there." Big Chill said as he grabbed the intruder from behind.

"Fuck!" The man yelled in surprise. Big Chill started dragging him backwards, using his wings to help. The intruder was strong for his size but not strong enough. Big Chill forced him onto his back and froze his arms and legs to the ground.

"You know, it's not very nice to go robbing people." He said with a smile. He floated over the robber, laying just above him. "Now, just what were you thinking?" He asked.

"I was thinking that you're the idiot that doesn't have a door." The man spat, struggling to break the ice.

"Oh, I see. So that just gives you the right to steal all my shit, right?" Big Chill said sarcastically.

"Fuck you, you freak!" He screamed, bucking his whole torso. Cracks started to form on his restraints.

"My, my, my. You really love that word, don't you?" He leaned in close to the man, their noses almost touching. "I was actually thinking of just putting a tracer on you but now you've insulted me." Big Chill said, a wide smile on his face. "Answer me this, are you the only one here?" He asked. The man responded by spitting in his face. "This is the thanks I get for giving you one last chance?" Big Chill hissed. "I'm going to enjoy this." He took a deep, icy breath in and caressed the man's face. He put his thumbs in the corners of his mouth and forced his mouth open.

The man struggled, thrashing his head and biting Big Chill's thumbs. No matter what he did it didn't detour Big Chill. Big Chill kissed the intruder and sent his icy breath down into his lungs. The man let out a horrible gagging sound and Big Chill pulled back. Ice spilled out of his open mouth, Big Chill could see that his tongue was frozen as well.

"Did you know that when things get frozen solid, they get fragile?" Big Chill asked, setting the intruder free from his icy prison. He started scratching at his throat, tears streaking down his face. "And your lungs are thin." He added as he pulled back his fist. The man rolled over, his knees to his chest.

Big Chill smashed his fist into the man's back the rolled him over and did the same to his throat. When he hit his throat there was a satisfying crunch and it left an indent. Big Chill just shattered his trachea. He watched as the man writhed in pain and fear. His mouth was opened wide, but he was unable to make a sound. "Shouldn't have spat in my face." Big Chill said with a chuckle. When he finally stopped moving Big Chill went to check the rest of his house, to make sure that no one else was intruding. Sadly, there were none.

He deactivated his Omnitrix in the kitchen and looked for something to eat, he never did get to eat his cereal. He decided on some canned soup and while that was heating up, he wandered around the house, taking in the damage. Everything was thrown everywhere, though some of that may have been his normal mess.

Ben caught a glance of himself in the mirror and stopped dead. For just a second, he didn't have a head, but when he turned to face the mirror it was back. His heart raced as he touched his reflection, something seemed wrong. He looked wrong but he couldn't place it. It was almost like it wasn't himself, but it was himself. Ben looked into his own eyes and saw his eyes, same with his nose, lips, cheeks, jaw, but when he looked at his whole face it just wasn't him. He punched the mirror, the twisted reflection cracking, blood dripping down it.

The fresh pain gave something else for Ben to focus on. He turned away and kept his eyes glued to the floor. He sat down at the table, picking fragments of glass from his hand. "I must be cracking." Ben said as he picked out a larger piece, he tossed it on the floor carelessly. The smell of the soup filled the room, letting Ben know that it was heated up enough. He didn't have any clean bowls, so he just ate it straight from the pot.

"Why is my life such a mess?" He asked himself aloud, the silence allowing his mind to wander. _'Maybe because you're a villain.'_ He heard a small voice say. Ben snorted, what a ridiculous thought. The people he killed were villains, if anything he was an antihero. _'What about Myers?'_ Ben stopped, his spoon half way to his mouth.

"He doesn't count." Ben growled after a minute of thought. He ignored everything else the tiny voice said. His mood got worse and worse, he felt like he was going to explode any second. He got up and started pacing his house, going up and down the main hallway. After the fifth time he passed his broken-down door he picked up and tried his best to fix it. He continued to pace back and forth, he felt like he was stuck in a loop unable to do anything else. Ben forcefully grabbed a door handle as he passed it just to stop himself. His hand shook around the brass knob, he dropped to his knees his eyes burning with tears that threatened to spill over.

He opened the door that he was clutching onto, it was his bedroom. Ben forced himself to stand back up if only to go lay on his bed. The robber had thrown a lot of things onto his bed while he was searching Ben's room, but he didn't care, he laid down on top of it all.

Laying on his back, memories came flooding back to Ben. The memory of the first night after Max died, he and Gwen held each other, neither of them able to stop crying for more than an hour. The memory of when their parents arrived and tried to take them out of the Rustbucket; they had managed to hold out for three days before food ran out and they had to leave. The memory of Ben's first kill, how bad he had felt and how Gwen comforted him. The horrified look on Gwen's face when she saw what remained of Kevin.

Even when he got more twisted Gwen was still there, the only ray of sunshine in his dark, twisted vortex of a life. She had defended him when Azmuth tried to take away the Omnitrix. She had tended to his wounds when he had deactivated the safety protocols. They used to have fun, he remembered when they were 15 and they went to the beach; it was the perfect day. She was always the voice of reason in fights, stopping him before he went too far and understanding when he had to do what he did best.

But things weren't all sunshine and rainbows back then. He and Gwen had fought all the time. It seemed like for every good memory he could bring up he could bring up just as many bad ones. Their fighting just got worse over the years, sure they would never stay mad at each other for long, but it just got worse. Their fights started to get violent, it started out with just pushes and shoves but over time it escalated. The memory of the last fight forced its way into his thoughts; the feeling of her throat in his hand, the struggle to control his instincts.

Guilt crept through his heart like a jaguar stalking its prey. It had been a long time since he even thought about Gwen, aside from glimpses of his conscience here and there. Then _that_ Gwen came along and shook everything up, now he couldn't stop thinking about anything.

There was a cell phone right next to his face, it was Ben's. He sat up and grabbed it, he hadn't used it in a long time. "Since I left Bellwood." Ben said aloud. He tried to turn it on, doubtful that it was still charged after all these years. The phone lit up, still 30 percent charged.

That was interesting, there was a new voicemail, dated back to a couple months after he left. He clicked play. "Ben, I don't know if you're ever going to get this." It was Gwen. "Your phone keeps going to voicemail, I wish you would just turn your phone on." She sounded so sad. "Look, what I need to say is that, if you ever want to talk to me again, just call. Will you do that? Call? For me?" Ben felt tears run down his face. "I don't hate you, you know." She said after a few seconds of silence. The voicemail ended shortly after that.

The image of the Gwen that was here this morning popped in his mind, her motherly smile. Ben checked his contacts; her number was saved under "Doofus". If she answered than it was a sign, he decided and pressed call. One ring… two… three… four…his heart started to sink. "Hello?" Gwen's voice trickled through the phone. Ben jumped, his heart racing.

"Gwen?" Ben asked, hardly believing it.

"Ben?" Gwen's shocked voice asked.

"Y-yeah." He stammered. "I, uh, got your voicemail." He said lamely, his mind drawing a blank on what to say.

Gwen chuckled. "That was a long time ago."

"I hope not too long." Ben sighed.

"Of course not, what have you been up to?" She asked.

"Oh, you know," He paused, thinking of what to say. "Working for the police." It wasn't a lie. "What about you?"

"I'm a social worker." Ben flinched, of course she would do something like that.

"I, uh-" His voice cracked, and he swallowed hard. "I was wondering if you could visit." Tears fell from his eyes as he asked. Ben was sure she could hear him cry. "I really want to see you." He said. "I need to see you." He corrected after a few seconds.

There was a brief pause that felt like it lasted an eternity. "As luck would have it, starting tomorrow I have a couple days off. I could be there by tonight if I push through this paperwork." Ben could here the rustling of paper. "Text me your address, I need to get going before my boss catches me on my phone." Gwen said with a chuckle and hung up. Before Ben could change his mind, he rapidly typed out his address and sent it. He groaned in apprehension, already regretting his decision.

"Nothing I can do about it now." Ben sighed. "If I told her I changed my mind she'd come over anyway." As he pushed the clutter off the bed, he cursed his moment of weakness. Why did he have to call Gwen; her showing up here was just going to lead to disaster. Between the fight this morning and the panic attack that came shortly after Ben was already exhausted, he laid back down and did his best to get some sleep.

The sound of the doorbell ringing woke him up. Immediately pain radiated from his jaw, making him groan. It appeared as if he had rolled over in his sleep and slept on his injured side. The doorbell rang again, and he shuffled over to the door, unable to open his mouth enough tell them to wait.

Standing at the door was Gwen, beautiful and perfect as ever. Her auburn hair was pulled back in a bun and she was still wearing a dress suit. Ben was stunned into silence, he didn't realize that he had slept for so long. "Hello Ben." Gwen said with a friendly smile. Her smile turned into a small frown. "What happened to your face?" She asked reaching her hand for his injured jaw.

"Some asshole punched me." Ben muttered as he stepped back. "Come on in." He said as he walked further inside. As Gwen followed him, he became acutely aware of how much of a mess his apartment was. There was trash littered everywhere, several drops of blood were dried in the entryway to the kitchen. The cereal he had spilt that morning still lay on the ground, dry and soggy at the same time. Ben sat on the couch and grabbed the painkillers from the coffee table. He took a couple dry, the dull, burning pain a special kind of hell.

"I could have just healed your injury." Gwen said as she sat next to him. Her hand glowed with her magic and she slowly reached out again. Ben didn't fight, letting her touch him this time. The pain slowly melted away as Gwen's expression turned more worried. "Oh, Ben," She whispered. "time has been tough on you, huh?" Warmth spread throughout his body as in one fell swoop Gwen healed all the injuries she could. From aches that never left him to the injuries that never fully healed she healed him.

It was only after the pain dissolved that Ben realized just how much pain he was in all the time. "I haven't felt this good in a long time." Ben said, astonished by the difference.

"I'm guessing about ten years." Gwen said with a playful smile.

Ben chuckled nervously. "Yeah, about that." He sighed, his heart swelling with joy. Gwen's very presence seemed to soothe the twisted thorn bush that was his heart. "Why did we ever fight?" He asked, the memories of his anger seemed so silly.

"Because you were hurting." Gwen said seriously and then put on a smile. "And you were an idiot." Her tone was playful.

"It's not funny." Ben snapped his temper flaring.

Instantly Gwen's face returned to serious. "You're right, I'm sorry." She sounded sincere and professional.

"Don't use your clinical voice with me." Ben growled, insulted that he was being treated like one of her clients.

Gwen blinked a few times but then nodded and put on a friendly smile. "How about we switch subjects." Gwen suggested. "Why don't you tell me why you invited me here out of the blue." It was obvious that she was being careful with how she worded things and how her tone came across. Ben had to admit that she was good.

Ben sighed, begrudgingly letting go of his anger. "Something crazy happened this morning." Ben said slowly, not sure how to say what he wanted to say. "I-" his voice cracked, a vivid image of Gwen's corpse flashing in his mind. He swallowed nervously and said, "I was visited today by another Ben and Gwen, us from a different universe." His heart pounded as he retold the story. His voice cut out when he got to the part where he killed Gwen, unable to handle the shame and guilt he felt and so he skipped over it, going on to describe how he had, had a panic attack and that a kind woman helped him. "I-I don't know what to do, I feel like I'm going crazy, Gwen." He said, covering his mouth and choking back a sob. "What's wrong with me?" He asked desperately, he looked into Gwen's eyes and felt like he was losing control of his own mind.

Gwen took a few seconds before answering slowly. "Maybe seeing us, what we could have been, triggered something in your psyche and now your whole outlook on morality is changing." She paused for a second in deep thought. "The brain doesn't like to change it's outlook, it's easier for it to stay the way it is than to change anything and it will fight hard to keep the status quo." After a few seconds on Ben not responding she added, "I think that your emotional outbursts are caused by your brain trying to protect you from a paradigm shift."

"Why does it hurt so much?" Ben asked. "Why do I feel so guilty when I've never felt guilty before?" He quickly added.

Again, Gwen took a few seconds to answer. "I think it's because of the paradigm shift, suddenly your conscious is waking up and telling you all the bad things you've ever done. It hurts, it's going to hurt, but on the other side of that pain is beauty." Gwen put a reassuring hand on his shaking shoulder.

Time froze, in an instant two thoughts came to mind. He was angry, he felt pitied and belittled, he couldn't stand for that. At the same time Gwen's warmth sunk through his thick hoodie and the gesture felt good and inviting.

As time resumed guilt and shame consumed him, filling his aching heart and stuffing his mind with images of his evil deeds. Tears blinded him as he lunged at Gwen, wrapping his arms around her and holding her tightly. The impact caused them to tumble sideways and Ben wound up pinning Gwen to the couch. Ben sobbed openly and loudly, all of his grief, guilt, shame, pain and fear he had repressed for nearly twenty years came flooding back to him all at once.

Gwen wrapped her arms around him, holding him closely. She gently shushed him and rubbed his back comfortingly. She didn't say a word, didn't try to make him talk it out, just let him get all his tears out. Her blazer and blouse were quickly soaked through and she was in an uncomfortable position but she didn't try to move. Gwen understood that this first wave of emotions needed to be left to run its course without being disturbed.

Even as Ben's tears ran out, he couldn't stop sobbing. It hurt the amount of crying he was doing, both emotionally and physically. His chest burned and ached while sparks danced in his closed eyes. His soul was in the process of being ripped to shreds, every demon he ever had taking its turn in baptizing him in fire. Ben wished he could talk—had so many things he wanted to say—but couldn't catch his breath long enough to even say "sorry".

An hour passed before he finally stopped crying. Still, he didn't let Gwen go. The concept of letting go of the only comfort he had was unfathomable. "There we go." Gwen said softly, finger combing his filthy hair. "It's okay now, I'm here for you." Ben's breath shuddered, his emotions threating to spill over again. His head pounded and throbbed in time with his heartbeat, he moaned with the pain even though he had painkillers in his system they didn't do nearly enough.

"I don't want to feel this way anymore Gwen, it's like I'm not in control of my own actions." Ben said, his voice just a hoarse whisper. "I'm so scared." He confessed. "Please, help me." He squeezed his eyes shut tight, trying to fight the fear that pricked up and down his spine like a thorn bush.

"I will." Gwen said soothingly. "I promise. First, how about we sit up, your arms must be asleep by now." She suggested gently. Ben nodded; it was true, he couldn't even feel his arms anymore. They sat up slowly, both stiff and hurting. Ben groaned as the change in position caused his head to hurt even more.

"I hate crying." Ben grumbled, clutching his head.

"Crying purges negative emotions, it's good for everyone to cry once in a while." Gwen said as she examined the large wet spot on her shoulder and chest. "You just so happened to be putting it off for a long time." She smiled and dried Ben's face off with a hankie she pulled from her pocket. "Come on, you need to bathe." She helped Ben stand up and encouraged him to show her his bathroom.

They walked into his bathroom. Messy was doing it a massive injustice; Ben never once cleaned this room and it showed. Clothes and towels littered the floor, the sink was cluttered and splattered with dried toothpaste and shaving cream. The bath shower combo was no better, soap scum and other kinds of grime had built up and most of the bottles in there were empty or almost so. Gwen was clearly disturbed by the state of the room but brushed it off in a second and didn't say anything about it.

"Get undressed while I run the bath, will you?" She said, turning on the faucet. Ben's emotions were too numbed and his brain's too full of fog to object so he stripped while she adjusted the temperature. He sat on the closed toilet while he waited for the tub to fill, spacing out. Gwen had to take him by the hand and guide him into the tub. The water was hot, but soothing. Gwen bathed him in silence, Ben barely present. The water turned brown and Gwen had to drain the tub and fill it again before continuing.

Ben sighed with satisfaction as Gwen started to rinse the shampoo out of his hair. "Thank you." He said. A small, easy smile crossed his lips.

"It's nothing." Gwen said as she started lathering her hands. "You're my cousin and I'd do anything for you." She smiled and started washing his face, being careful not to get soap in his eyes.

"Isn't it weird to be bathing me though?" He asked, closing his eyes.

"It's true I never thought I would bathe you." Gwen chuckled. "Though I don't think it's so weird, what with how often I had to undress you to treat your wounds. It's also clear that you needed this, you must have not bathed in months." She rinsed the soap off his face. Truthfully Ben hadn't bathed since he tried speed dating a couple years ago. Whenever he had started to stink, he threw on more deodorant and new clothes.

Gwen pulled the plug that stopped the tub from draining. "I need to ask you something." Gwen said, her voice grave.

"What is it?" Ben asked, his heart sinking. His brain started playing out worse case scenarios when Gwen didn't answer until she had grabbed a towel and came back with it.

"Do you actually want to change?" She fixed him with an intense look.

"W-What do you mean?" Ben stammered, the question catching him off guard.

"In my line of work, you see a lot of people who swear they'll change but never do. Turns out that you actually have to _want_ to change. You can't force someone to be a better person and you can't just mean it in the moment, it has to be something that you genuinely want with all of your heart." Ben forgot just how serious she could be, her grave tone and sharp eyes looked like they were scrutinizing every inch of him. "Whatever you decide I'll be sticking around for a few days." Her gaze softened. "I'm here for you Ben." As the last of the water drained away, she handed him his towel.

Ben felt strangely numb and hollow. He had felt emotionless before but nothing quite like this. The difference was hard to define and Ben didn't bother. They walked into his room together, Gwen let out a small yelp of shock when she saw the body of the robber on the floor. "Oh yeah, forgot about him." Ben said casually.

"Oh, yeah I forget about dead bodies in my room _all the time._" Gwen said sarcastically walking up to the corpse. She tried to bend its elbow but it was stiff as a board. "He's going to be hard to move out of here." Gwen said. There was a flash behind her and she turned around, Ben and turned into NRG

"Not really." He said taking the elbow and snapping it with a loud, snapping, pop. Gwen flinched at the sound "See?" NRG said, using the robber's hand to wave at her.

"That's messed up, Ben." Gwen said, flatly.

NRG shrugged. "Whatever, are you going to help me or not?" He said, taking the shoulder and snapping it as well. Gwen shook her head, NRG started breaking all the joints to make the corpse movable again. She wound up walking away, it had been a long time since she was exposed to Ben's particular brand of gruesomeness and she couldn't handle it yet.

NRG rolled his eyes; she hadn't been a wuss in a long time. It's not like this was the worst thing he had done around her. "_She'll get over it._" NRG thought as he finished up. Finally, the corpse was pliable again…well, kind of. It was at the same time floppy and stiff. He picked him up and for a brief time wondered if he ever learned the robber's name. It had only happened a few hours ago, surely if NRG had learned his name he'd remember. It didn't really matter; the man was dead and it's not like he cared if NRG remembered his stupid name. It was probably something stupid, like Eric.

NRG started stuffing him in his suit while walking down the hall. By the time he passed Gwen in the living room only his legs stuck out at an awkward angle. "Can you even see where you're going?" Gwen asked.

NRG scoffed. "Please, I could walk this place blind." Right before he tripped. He landed face first, at least it pushed the corpse all the way in his suit.

"Yeah, blind." Gwen teased.

"I will melt you." NRG grumbled as he got back on his feet.

"How are you even going to dispose of him?" Gwen asked, following NRG out of the apartment.

NRG drew in a deep breath through his nose and let it out slowly, heating himself up. With every exhale he got hotter. He could smell the corpse burn, could see the dark smoke drift off its body. The flash point was sudden, going from smoking to a raging inferno that spilled out of his vent. In minutes the fire was extinguished, leaving only a large pile of ash and bone fragments.

"Damn…" Gwen mumbled. "When did you learn that?"

"Just recently believe it or not." Ben said when he turned human.

"Uh, Ben?" Gwen said, covering her mouth with a snicker.

"What?"

"You're naked."

Ben looked down. "So, I am." He mumbled, uninterested. "If anyone has a problem with it, they can bite me." He turned around and walked back inside. By the time Gwen caught up with him he was already back in his room, putting on a pair of pajama pants he found on the ground. He flopped down on his bed with a deep sigh. Something dug into his shoulder but he didn't care enough to move.

"You're just going to lay down on all of your stuff like a dragon?" Gwen asked.

"Yeah, got a problem with it?" Ben snapped.

Gwen rolled her eyes and her magic flared. Suddenly he was floating above the bed and all the stuff on it flew away, they were put delicately on the ground. "You may as well sleep under the covers." Gwen said as she used her magic to tuck him in. Ben blinked, unsure of what to feel. Gwen had just violated his space by levitating him but at the same time he couldn't remember the last time he was tucked in. Gwen sat on the edge of the bed and looked down on him with tender eyes. "Sleep well, Ben." She put a hand on his shoulder and smiled. "Goodnight." She said as she turned off the lights on her way out.

"Goodnight." Ben echoed softly. For a while he just laid in the dark room, his eyes open wide. Today had been such a wild roller coaster of emotions. Apathy, anger, panic, guilt, hope, sadness. His eyelids started to droop. He had only been awake a few hours the whole day but he was still exhausted. His blinks were slowed. Gwen's words echoed in his ears. "_Do you actually want to change?_" He yawned. "Yeah, I do." Ben mumbled aloud. He rolled onto his side and closed his eyes, warm and pain free, except for his headache, but that was going away on its own well enough to ignore. He drifted off into a deep, dreamless sleep.

000

Gwen explored the apartment, finding much of the same, the whole place was absolutely filthy. There was this musty, unpleasant odor that hung in the air that she doubted Ben could smell. There were no clean dishes and the fridge was all but empty. The panty had some junk food and packets of minute oats. Gwen sat on the couch and sighed heavily; this was going to be a lot of work. She started to wonder if it was worth the effort but the image of Ben's half-starved state filled her with determination. She may have healed his physical injuries and scars but there was a lot that she couldn't fix with mana alone. He seemed to be at the bottom of a fatal spiral, she feared that she may be too late to save him.

She yawned. Whatever had to be done would have to wait until tomorrow. For now, they both needed sleep. She laid down on the worn-out couch and, using her arms as a pillow, fell asleep.

Fear not, those who are reading only for a gruesome story, murder still awaits. Ben's not going to change that quickly. Just, right now he needs to get his shit in order. Please excuse the bad attempt at symbolism, I tried my best. Ben is in bad shape; between the constant injuries he has suffered and the piss poor way he takes care of himself his body is on the verge of shutting down. I'm trying my best to communicate just how messed up he is in all aspects of his life. (YD)


	6. Chapter 4 alternative

The smell of food woke Ben up from his deep sleep. He sat up, knocking off the pillow that had been over his face, and flinched at the light. Someone had turned on his bedroom light. He silently cursed his pounding head and walked down the small hallway. When he went into the kitchen, he saw Gwen pouring a pan of scrambled eggs onto a plate. When she turned around, she smiled and said, "I was hoping the smell of food would wake you up. Sit and eat, we got a long day ahead of us."

"What are you talking about?" Ben replied, looking at the table and seeing bacon, toast, two glasses of orange juice, and two empty plates laid out on his small table. "Where did you even get this food?" He asked. His kitchen was pathetically stocked last he checked.

"I went grocery shopping for you this morning. It's already 11." Gwen said putting the eggs at the table. It was now full with a variety of breakfast foods, the space used efficiently. Ben sat down, as much as he was suspicious, he was too hungry to pass up a wonderfully cooked meal. It'd been a while since he bothered to actually put any effort into cooking.

They started eating in silence. It was awkward and Ben hated it. This is why he didn't socialize with people beyond quips to people he was beating or the occasional line to a police officer who wasn't being direct with the information he needed. It was the long pauses and the awful feeling of not knowing what to say. At least the food was good so he could think of what to say without looking like a moron. Finally, he thought of something. "So, what did you mean by 'a long day ahead of us.'?"

Gwen took a sip of juice and said, "We're cleaning."

Ben snorted with laughter, sending a chunk of egg painfully up his nose. He cursed and, with some effort, managed to sneeze it out. "Yeah, fuck that, I'm not cleaning." He said, crossing his arms defiantly.

"Come on, I'll be helping you. Trust me, having a clean place to live will make you feel better." Gwen said with a pleasant smile. Ben glared at her but she held eye contact, keeping that small smile on her face. His glare intensified, her smile grew even more understanding and patient. Ben stood up and slammed his fist on the table, leaning in close to Gwen, she didn't even flinch and kept eye contact with him the whole time.

Finally, Ben gave in. He sat back down with a huff, throwing his hands in the air in sarcastic surrender. "Fine! You win! What-the fuck-ever! I'll clean with you but I won't be helpful and I'll complain _the whole time_." He said, rolling his eyes and looking away.

"You'll see." Gwen said in a sweet tone and continued eating. Ben took a smashed piece of toast and bit into it angerly.

000

To Ben's dismay they started with the dishes. Gwen pulled out two pairs of rubber gloves and handed a pair to Ben. "I'll be helping you the whole time." Gwen said, putting on her own pair. Ben groaned and started filling up the sink. Ben would wash the dish and then hand it off to Gwen who would rinse it with water, dry it and put it away. "What kind of apartment doesn't come with a dishwasher these days?" Gwen asked after a while of washing the dishes by hand.

"An old, cheep one." Ben replied, feeling vindicated. Gwen just let out a long sigh and washed off another dish. It was strangely relaxing to do the dishes. He got into a steady rhythm with Gwen and soon after that time flew. Before he even realized it, they were on the last bit of silverware. "I guess that wasn't too bad." Ben said with a shrug. He didn't want to admit that he kind of enjoyed it. Gwen just gave him a knowing smile, Ben snorted and looked away. It was these kinds of silent conversations that they had grown used to. Too often talking would lead to fighting so they found ways to convey the emotion they needed to through body language.

"Keep those gloves handy." Gwen advised. "We're doing a deep clean today." They cleaned the rest of the kitchen, most of the mess had been the piles of dishes and trash that littered the counters but they still had to scrub hard to clean the cheap laminate tops. Gwen even busted out the bleach, measuring it and mixing it with water in a spray bottle. "Because I'm pretty sure those are not sanitary." She said, silently referencing the mystery stains, some of which looked awfully like blood. Ben rolled his eyes but took the bottle and got to work. With a bit of elbow grease and Gwen using her own bleach spray they got done quickly.

Pretty soon the kitchen looked just as good as it did the first day Ben moved in, maybe even better. Gwen had even replaced the wishy-washy yellow light with a bright, white LED bulb that made everything practically sparkle. "Look at that, don't you feel proud that you made it look this good?" Gwen asked, patting his shoulder in congratulations. Ben smiled, he was proud and it gave him motivation to continue cleaning.

The next room was daunting; the living room. There was so much trash and clutter that he couldn't see the carpeting in most places. Where he could see the carpet it was a disaster, stained with dirt, blood and stuff he spilled on the way to the couch to eat. He groaned at looked to the Gwen. He could see that she wasn't looking forward to it either, but the determination in her eyes was unmistakable. Whether he liked it or not they were going to be doing this. Gwen pulled two trash bags out of nowhere and silently handed one to Ben, not even looking at him.

They attacked the insurmountable task in focused silence. Just as Ben had suspected, almost everything they picked up was either trash or junk. When had he even got this much junk? It's not like he ever went shopping. "We should just trash it all." Ben groaned after picking up something rather questionable.

"Surely you want to keep some of it." Gwen said while silently asking if he wanted to keep a hoodie.

"Not particularly. Wouldn't tear me up to trash everything." Ben said with a callous shrug. Gwen put the hoodie on the couch to keep it.

Gwen bent over again and quickly came back up, yelping in pain. There was a tracer firmly embedded in her finger. "What is this?" Gwen asked, attempting to remove the metal spike.

"It's a tracer." Ben said walking up to her. He took her hand gently. "Here, there's a trick to removing them." Ben said, pressing a near invisible button on the side. There were a few buttons on the device, they were just decoys.

"What are they for?" Gwen asked. She flinched but sighed with relief as the metal recited back into the disk.

"For alerting the police when I apprehend a criminal." Ben explained. He showed her how to activate the silent signal and then quickly canceled it.

"Where do you get them?" She asked, taking the device and studying it.

"I make them. After all I'm the one who invented them."

"Wow, that's impressive." Gwen said, she was being sincere but to Ben she sounded condescending.

He snatched the device from her hand. "What is that supposed to mean?" He said irritably.

"It means that it's an impressive little gadget, and I know it's not easy to invent something. I'm sure it took a few prototypes to get right." That much was true at least. That particular model was the 5th version. Ben still felt like there were some things he could improve on.

With a small wrong move Ben activated the device, sending the spikes deep into his palm. He cursed and shook his hand in pain. "It goes off way too easily." Ben grumbled, deactivating the barbs. He threw it down and smashed it underfoot. "There." He huffed, picking it back up and throwing it away. "I'm going to go bandage this. I'll bring you one too."

He walked into the bathroom and took a moment to check himself out in the small mirror that was also a cabinet. He rubbed a hand over the five o'clock shadow that he had. One thing that surprised him was that the bags under his eyes had gone down quite a bit from yesterday. It even looked like he got a decent sleep every once in a while. Done with being vain he opened the cabinet and pulled out the box of Band-Aids he kept handy.

His hand brushed past a bottle of painkillers. He grabbed the bottle and inspected it. Only a few pills left. Without even thinking about it he took one out and swallowed it. He carried on with bandaging his hand as if he didn't just take the drug for no reason. He handed Gwen a Band-Aid meant for fingertips and they got back to work.

It took two hours to finish clearing the living room of trash. While Ben said that he'd be fine with trashing everything they still sorted it all. He even found some things that he thought he'd lost a while ago, like the first prototype of the tracer. It was bulky, used hooks to sink into the flesh instead of barbs and was noisy when the signal was activated. It was a high-pitched whine that was meant to torture the criminal but it pissed him off more than it did them. Ben decided to keep it to show just how far it had come.

After all their hard work they ordered pizza to celebrate and took a break to eat and watch a movie in the now much cleaner room. Ben zoned out while eating, going into autopilot. The warm fuzziness in his head made his smile casual and his laughs genuine. He didn't notice the look Gwen gave him. They polished off the pizza rather quickly and only had the movie as a timer of sorts. "Hey, come on, it's time to start cleaning again." Gwen said, waking Ben up from a nap he didn't realize he took.

"Don't get your panties in a knot, I'm up." Ben growled, standing up slowly.

"Yeah, well anyways, do you have a vacuum?" Gwen asked with a barely audible snort of frustration.

Ben shook his head to clear the fog that had rolled in. "Uh, yeah I think so." He said walking over to his coat closet and starting to rifle through it. He tossed out a few things before finally finding the vacuum cleaner and pulling it out victoriously. His smile faded when he caught the look from Gwen. "What?" Gwen just rolled her eyes and pointed at the mess he had just made. "I have to clean that up, huh?" Gwen nodded.

Ben started to clean his mess while Gwen took the vacuum and started cleaning the carpet. Ben took the opportunity to go through his closet and pick out what to keep and what to get rid of. They finished their respective tasks at nearly the same time. Gwen handed him the vacuum cleaner to put away, just as he was hanging the last jacket that was on the ground. Gwen smiled at him, looking proud of him. Ben could feel his face get hot with embarrassment. "Don't look at me like that!" He snapped as he snatched the vacuum from her hands roughly and tossed it in the closet haphazardly.

"I'm sorry for making you feel uncomfortable." Gwen said as Ben sat on the couch, his arms crossed. Ben just held his arms closer to him and snorted, blood roaring in his ears. "When you're ready I'll be in the bathroom, cleaning." Gwen said calmly and walked away. Ben's stomach dropped and he quickly got up and beat her to the bathroom. He didn't want her to see his stash. He didn't know why he was so afraid of it but he had the dreadful feeling that she wouldn't understand why he had so many pills. It didn't help that some weren't prescribed to him.

Ben blocked the doorway, his arms out wide. "Hey, I'll do this one alone. It's pretty gross in there." Gwen gave him a skeptical look. "If you really want to clean you can clean the second bedroom." He didn't really want her exploring that room either but it was better than the bathroom. He could explain the second bedroom. It was a time that he didn't like to revisit but it wasn't the worst thing he'd done by a long run.

Gwen gave him a long, scrutinizing look that made his heart pound in his chest. Eventually she shrugged. "Alright then, have fun." She swaggered over to the second bedroom and, after another look at him, entered. When the door closed softly, he let out the breath he didn't realize had held. He snorted, feeling stupid for panicking. Now because of his stupid decision he had to tackle the bathroom all by himself. Wonderful.

He started with the cabinet, taking out all the medicine and making sure that there were only bottles with his name on it. Whenever he came across one that wasn't his he'd empty it into a bottle that was prescribed to him. When he was done, he looked down at the sink where he put the empty bottles and frowned; now there were empty medicine bottles that weren't prescribed to him. If Gwen found them, she'd get suspicious and he couldn't just tear the labels off because a naked bottle is just as suspicious. Ben groaned, trying to think of what to do. Eventually the idea came to him; he'd just melt the bottles using Heatblast. He smiled while he picked the alien, thinking himself so clever. The plastic melted and the label charred rendering the writing illegible.

He threw the globs of melted plastic away and got to work. He started with a surface cleaning, just clearing the junk away and tossing the clothes out into the hall. It still looked horrible, better, but horrible. He groaned, trying to figure out what to do next and then groaned louder when he realized that he'd have to ask Gwen where she put the cleaning supplies she brought. "Where the fuck is the sponge and shit?" He called out into the hall, thoroughly irritated. Gwen called back that most of the supplies were still in the kitchen under the sink. Ben didn't bother thanking her.

Armed now with scrubbing bubbles, bleach and several kinds of brushes he attacked the room with renewed vigor. At least he didn't have to sort through this room, it just took elbow grease. The foaming spray made quick work of the grime that had built up in the sink and bathtub. He poured bleach into the toilet for a few seconds and left that to soak while he mopped the floors. Just before he was about to start scrubbing the toilet Gwen walked in. "Hey, it looks like you're done in here." Gwen said.

"Just got the toilet left and the trash. Mind doing the toilet? I need a break." Ben said, picking up the small trash can. Gwen smiled and agreed. Ben left her to it and took out the trash, he also grabbed the other garbage bags they'd filled up and tossed them in the dumpster.

"Hey Ben, what happened to this mirror?" Gwen asked when he walked in. She was stood in front of the mirror he had punched just yesterday. Ben just shrugged; he didn't feel like answering. "Shame, it was pretty." She said as she took it off the wall and threw it away. Ben sat down on the couch and started watching tv. He was surprised when Gwen came to sit beside him and started reading a book. It looked like she was almost done with it. They rested until the episode of a reality show Ben was watching was over.

000

"Where's your washer and dryer, anyways?" Gwen asked, tossing laundry out into the hall.

Ben shrugged. "It's a cheap place, no hookups. I just use the laundromat just down the street." Gwen looked unhappy with the answer. Wasn't his fault this place never kept up with the times. He found an old CD player of his and when he checked it found that there was still a burned CD in it. "Hey, wanna listen to some music while we go through this?" Gwen nodded so Ben hooked it up and pressed play. Ben laughed, from the speakers blared out a heavy metal song that he hadn't heard in way too long. Gwen had let out a yelp of shock before laughing with Ben. Ben shredded the air guitar while Gwen headbanged. "Hey, I didn't know you liked metal."

"It's better than rap." Gwen said with a chuckle. Ben laughed and agreed. They spent the rest of the song rocking out, having been completely side tracked from their task at hand. When the song ended, they were both winded and smiling. "Music is the best." Gwen said lightheartedly and got back to work. With the music playing in the background the job went by faster and Ben kept his patience even when Gwen asked him about every single little thing. It took hours but finally they were done, including vacuuming and making the bed. They had filled up two more trash bags and another box to donate to charity.

"You hungry?" Ben asked, letting out a big yawn.

"I am, but you seem to be more tired than anything else." Gwen said, half-jokingly.

"That's because you can't hear my stomach." Ben said. The painkillers were starting to wear off and his mood was slowly returning to dour.

"How about we cook together?" Gwen suggested. "I can show you one of my favorite recipes." She looked so happy and excited.

Ben smirked; her smile was contagious. "Yeah, sure, show me what you got." As they walked through the living room Ben was shocked, he almost didn't recognize it. He guessed that it had been so messy for so long that he had just gotten used to the sight of it. The only sign that it had once been a terrible mess was that the carpet was stained. He walked past a few drops of his blood that had stained the carpet yesterday. Briefly he wondered if they'd be able to get all the stains out, or if the carpet would be a permanent reminder of the mess he had once lived in.

Gwen briefly showed him all the food she brought and what was where before she got everything they needed out. As it turned out one of her favorite recipes was a simple chicken and vegetable stew. She threw in a bag of frozen mixed vegetables in vegetable stock. Much to Ben's surprise when the stew started to boil, she threw in raw chicken breasts into the pot. Gwen saw the shocked look on Ben's face and said, "Don't worry, the heat kills off all the bacteria and we boil the chicken thoroughly." She cooked some egg noodles to go along with it. "Honestly, the hardest part about this recipe is shredding the chicken when it's done." Gwen said as she pulled out a white chunk of chicken and cut into its center.

So far Ben had only been watching her cook. The recipe wasn't complicated so for most of the time they just stood idly by the stove. Weren't they supposed to be doing this together? Gwen took out two forks and started to shred the chicken aggressively. "So, that's how you're always so cheery." Ben joked. Gwen looked up at him, confused. "You're tearing into that chicken like I tear into a criminal's ass." Gwen's eyes widened in realization and she laughed. At first, she tried to hold it in as a painful sounding snort but she quickly howled in laughter.

While Gwen tried to stop laughing Ben grabbed two forks and started shredding the chicken as well. Gwen gave him a quick, genuine smile when she got control of herself and grabbed another piece. Working together all the chicken was shredded fast. They threw the meat back into the stew and gave it a couple more minutes to soak up all the juice that it wanted. They ate together at the table, making small talk. It was nice, and for the first time in the longest time Ben didn't feel lonely nor did he have to strain his mind to talk. Gwen was the only one who got him, and the only one he could trust anymore. "Do you have to go?" Ben asked suddenly.

"What?"

"I mean, when do you have to go." Ben said, with an awkward clearing of his throat. "You said you had a couple days' vacation."

Gwen gave him a long, serious look before slowly saying, "I had 5 days of paid time off." She said each word as if saying them as if they were fragile, or as if he was. "But to answer your Freudian slip of the tongue, not necessarily. However, I think we can talk about this tomorrow." Ben nodded, he felt embarrassed for just blurting that out. He stood up quickly and walked back to his room, his embarrassment morphing into anger. He slammed the door behind him and flopped onto the bed. At least Gwen didn't bother him and eventually he managed to fall asleep.


	7. Chapter 5

Ben sat on the hard, wooden bench in the laundromat thoroughly regretting his decision to help Gwen carry the laundry over. It had been more than an hour and he was bored out of his mind, it was really putting him in a bad mood. Gwen sat down next to him. "Are you done yet?" He groaned, throwing up his hood and cinching it in tight. 

"Maybe I would be done if you ever bothered to do laundry." Gwen retorted. "What, did you just buy new clothes when the old ones got dirty?"

"I've done laundry before," Ben muttered lamely. Her remark struck a bit too close to home, he did have a habit of just buying new clothes instead of washing his old ones. Even if she was a bit right it wasn't like he never came here. It just wasn't often enough.

The jingle of the door opening caught his attention. He didn't move, though he saw Gwen look towards the door. "And so, I told her to blow me!" A man's deep voice rang out. Several people laughed at that, apparently the end to a hilarious story. Ben rolled his eyes, that was the kind of laughter lackeys gave their boss. It was driven by fear, not amusement or even respect. After a few seconds, Ben recognized the voice, one of the top dogs that lived in the apartment complex, Mad Dog. A big, beefy skinhead who ran the local drug ring. "Ooh, hey there doll." Mad Dog said, stopping right in front of Gwen. "What's a pretty little face doing 'round these parts."

"Laundry." Gwen retorted, dryly. Ben saw MD's face scrunch up for a moment.

He and Ben made eye contact. "Don't tell me, you're with this runt." MD scoffed. "But I have to admit Benny boy, you sure know how to pick a good piece of tail."

Ben could feel his blood start to boil. He felt hot and so pulled his hood down before saying, "She's not my girlfriend."

It was like throwing chum in the water, all of his lackeys started to eye her up and down. Ben smiled viciously; he was going to kill them all for looking at Gwen like that. "What's so funny, freak?" Mad Dog said when Ben started chuckling.

"Oh, just the image of your guts smeared all over these walls," Ben said, his voice carrying his amusement. 

Mad Dog grabbed Gwen by the wrist and pulled her up. "Come on, you shouldn't be near a psycho like him."

Ben sprung up and got in between MD and Gwen. "Hey _doggy,_" Ben hissed. "she may not be my girlfriend but she is my family. Now, you're a smart little mutt, you know what happens to people who fuck with family." He started into the gangster's eyes, his face now flat and serious. MD managed to hold Ben's gaze, face equally as serious. After a few seconds, he let go of Gwen's wrist, never breaking eye contact. 

Ben watched with delighted anticipation and MD and his lackeys had a silent conversation. He could almost hear their thoughts as they communicated through looks. 

"Hey boss, should we jump him?"

"Are you crazy? He'd send us to the morgue."

"Then what, we just walk away and let him talk that shit to you?"

"Are you doubting me?"

"No, sorry."

With that, they slinked away. He was sure that there was going to be hell to pay later for his disrespect but he didn't really care. Things returned back to normal, Ben bored out of his mind and Gwen doing laundry. Luckily, they only had two more loads to do and with the entire building being empty they did the last of the loads at the same time, taking up several machines. If there had been anyone else in there at the time there would have been hell raised. He had seen people around here killed for less.

They were walking back to his apartment clean clothes in tow. Ben was on high alert, Mad Dog left way too easily. So far the street was empty, but that didn't stop Ben from constantly scanning the area and looking behind him. "Calm down, Ben. It's okay." Gwen said soothingly.

Ben groaned. "You don't understand, Gwen. Doggy back there and I go back a while, I saw him carve his way up the chain of command. My threat back there won't go unpunished." MD had always been the type to make an example out of people and Ben had just stolen a girl from him in front of his underlings. For a player like MD that was the worst thing, you could do. 

"I can handle myself, Ben."

"It sure looked like you couldn't back there." 

"Oh please, guys like him aren't about to make themselves look bad in front of a girl they're trying to get to." Gwen scoffed. 

Ben blew up. He dropped the bags he was carrying and in the same moment grabbed Gwen by the hair. She let out a yelp of pain as she was pulled back. "You're going to get yourself killed!" He screamed at her. He started thrashing her head to and fro. Gwen reacted quickly, kicking him in the kneecap making his leg give out. As soon as he started to go, she flipped him down to the pavement. She leaped back, hands and eyes glowing with mana. 

The impact had knocked him back to his senses. He groaned, covering his eyes with an arm. "I give." He said reluctantly. Ben didn't have to see her to know what she was doing or how she looked. She would still be in her fighting stance right now, not letting her guard down. Then after a few seconds, she'd stop glowing and stand up straight. Her face would be doubtful, not trusting him. Right on cue, Ben heard her footsteps approach him. He uncovered his eyes to see her face looking down over his. She reached out a hand to help him up and he took it. "Why do you have to be such an idiot?" Ben sighed, picking up his bags. 

The fight had lasted less than thirty seconds, overall one of the better fights they have had. Ben had only lashed out because he was concerned for Gwen. Mad Dog held a lot of power in this neighborhood and he wasn't sure his terrifying presence would be enough to deter them from hurting Gwen. He felt stupid for announcing that Gwen was family, it only put her in danger.

He had barely put down his bags before Ben heard his work phone ringing. When he picked up the phone, he could hear gunshots in the background. That was weird, most of the time a dispatcher would call him. It was a police shoot out. Ben didn't need specifics, just an address. Ben hung up, his heart pounding in excitement.

"What was that?" Gwen asked.

Ben smiled. "Work." He started to go through his Omnitrix to find Jetray. "Wanna come?" He asked, slamming down on the watch. Gwen thought about it for a second while Jetray walked to the door. Right before he was about to take off, she agreed. She squeezed by him and Jetray grabbed her by her shoulders as he took off. They flew fast towards the scene and when they reached the street Jetray dipped down low and dropped Gwen off before climbing back up into the sky.

He let out several blasts, aiming for the middle of the shootout. The shooting stopped, all eyes now on him. Jetray swooped down towards the bad guys but a few feet away changed into Diamondhead. His momentum carried him into one of the shooters, his eyes wide as he realized that he was about to get hurt. Diamondhead jutted out a spike on the bottom of his foot a second before he impacted, driving the spike into his chest and knocking him back. He finished the shooter off with a spiked stomp to the face.

"Fuck! It's the alien!" The shooter to his left cried, trying to run. Diamondhead gave chase, he only got a few feet before he grabbed the shooter by the hand. The shooter fell back, Diamondhead heard something pop and the shooter screamed in pain. Diamondhead spun and slammed the perp into one of the cars that acted as their shield. The car caved in under him. Diamondhead lifted him back up and slammed him to the ground, not letting go. He repeated the action several times before finally dropping the hand he held.

Diamondhead noticed that Gwen had erected a shield, covering herself and the cops. They were shooting at her. He could see where each bullet impacted the shield, sending ripples through it. He charged them like a bull, letting out a wordless scream in anger. They couldn't run fast enough, Diamondhead tackled them both down. He turned his hand into a hammer and slammed it into the jaw of the guy on top. With only one hit his jaw was deformed. Diamondhead smashed the guy's face into goo while the coward under them both squirmed away.

As soon as he was satisfied with the amount of blood on his fist, he turned his attention back to the one who had run. He quickly found him trapped in Gwen's bubble. Diamondhead ran up to him, shattering the protection in one hit. He wasted no time in picking the criminal up by the throat.

"Ben!" Gwen cried, running up to him. "Let him go!"

"He was shooting at you!" He screamed.

"Yes, he was, that's why he's going to jail," Gwen said in a soothing tone. 

Diamondhead laughed, starting to choke the shooter. "Yeah, he'll go to jail where he'll learn to be a better, more violent, criminal." His face contorted into one of fury. "I don't think so." He growled. "Answer me this, bitch, how many people have you hurt?" He asked, loosening his grip enough to let the man breathe.

"How many have you?" He shot back.

Diamondhead let out a low chuckle that quickly escalated into manic laughter. "Wrong answer." He said before turning his hand into a blade and decapitating the last shooter. He dropped the body, turning his hand back to normal.

"Ben," Gwen whispered. "You shouldn't have killed him." He looked down at her and saw the look of utter disappointment on her face. 

"They were going to kill you," Ben said, turning back human. 

"I was perfectly safe behind the shield; you didn't have to worry," Gwen said. 

Ben didn't respond, just started down the road. Gwen followed silently behind. The cops parted to make way for him, they looked uncomfortable and fearful as he passed. He was used to it. No cop spoke up against him and walked away unscathed. He heard Gwen mummer apologies as she passed them.

"So that's your job, huh?" Gwen asked, walking beside him.

Ben shrugged. "Pretty much. I also do patrols to try and catch crimes before they get to the point where I'm called. Those don't tend to be so…" He struggled to find the right word.

"Unsavory?" Gwen suggested.

Ben smiled. "Maybe to you." They walked silently along the streets, heading back to the apartments. He saw something in the corner of his eyes that made him stop in his tracks and do a double take. The small alleyway he was next to was soaked in a dark liquid, he could smell the metallic scent that he was all too familiar with. It was soaked in blood. "Gwen, do you got a light?" Ben asked, the tension in his voice obvious. A brightly glowing ball of mana floated pass him and illuminated the gory scene in harsh pinkish light.

Someone had painted the walls in blood, it still glistened and dripped. A hand stuck out of a dumpster. Either someone was sloppy or this was to prove a point. Had someone called this in already? It was the middle of the day, how come no one heard screams. Things weren't adding up and it was putting him on edge. He pulled out a tracer and activated it. If it wasn't called in already it needed to be. 

"Don't touch anything, not even the ground." He advised Gwen before turning into Stinkfly. He hovered a couple of inches above the ground and started his investigation. "Stay on high alert." Stinkfly cautioned. "Something's not right here." He flew over to the dumpster and motioned Gwen over. She created a platform to walk on. "Can you open this?" Gwen nodded and enveloped the lid with her magic before lifting it up.

"Oh, God," Gwen whispered, horrified. 

"It seems we found the donor." Stinkfly quipped. In the dumpster was the body of an older man, about in his 50's. His stomach was flayed open, the unmistakable odor of bowels assaulting his nose. "You can let it down now." He said softly. The sight of the old man disturbed him. He looked too much like Grandpa Max. _"Is this some kind of fucked up joke?"_ Stinkfly thought bitterly. He shook his head. No, it was just a coincidence. Still, he didn't have stick around here and look at the corpse. He flew out of the alley and turned back into a human.

"What's this?" Gwen's voice called out from the alley. Ben peeked around the corner to see Gwen levitating a cross. He stepped onto the platform and walked up to her. "It was laying in the blood, clean." She said. Ben looked at it closer, it was an ornate cross made out of some gray metal. It was roughly the size of his hand. "What do you think? Accident or calling card?" Ben scowled. With this, he found it almost impossible not to conclude that this was a display of power. Maybe it was to ward off rivals or maybe it was to announce themselves as a player in the corrupted city. Whatever it was, Ben had the feeling that this wasn't going to be the last time he saw that cross.


	8. Chapter 6

A man had a woman in a choke hold, giving a wicked and challenging smile to Ben. He was daring Ben to come to kill him. Everything seemed to slow to a crawl as Ben took a step. He turned into Diamondhead without doing anything. Time was moving so slow that he could see himself change. Another step, the woman's eyes were pleading to him but he couldn't tell if they were pleading for help or for him to run away.

Time started speeding up as he extended his arm and impaled the man's foot with a diamond. He watched as the man's face contorted in pain and he let the woman go to tend to his fresh injury. Time was almost back to normal as the woman passed him, giving Ben a look of contempt. A chill went down his spine as she left. Why did she hate him so much?

Distracted, Ben was blindsided as the man tackled him. When the man tackled him, time resumed normally. He felt a blade pierce his side and screamed in pain. It was impossible, he was Diamondhead, nothing could pierce his skin like that. It didn't matter anyway; the man just became a serious threat. He had to end it quickly. Punching the man in the head to distract him Ben turned his hand into a blade and stabbed the man in the stomach.

They locked eyes, his face a mask of fear and confusion. Ben smiled as he ripped his arm downwards, eviscerating the man. Suddenly the man's hazel eyes turned to brown. As his guts started to fall out of him his face and body started bubbling and morphing. Ben watched in horror as his brown and green hair recited into his skull and turned silver. He grew taller and fatter. Within seconds the thug was Grandpa Max.

"Why…did you do this to me, Ben?" Max asked, a look of betrayal on his face.

Ben was suddenly a kid again, human and vulnerable. "No," Ben whined, tears running down his cheeks. "No, I didn't…" He started to hyperventilate as blood and gore dripped onto him. "It wasn't…I didn't…it's, not my fault." Ben pleaded.

Max fell to his elbows and coughed up blood which splattered against Ben's cheek. "You're a murder, Ben," Max said softly. "It's all your fault." As he said that his arms completely gave out and he fell on top of Ben. He was so heavy Ben couldn't breathe, couldn't move, couldn't think. With the last of his breath, Ben screamed at the top of his lungs.

000

Ben woke up with a gasp. His heart pounded in his chest and he couldn't stop himself from shaking. What in the ever-loving fuck was that? He had never ever had a dream even remotely close to that. It was so personal like it was a targeted attack. Ben ran his fingers through his hair trying to comfort himself and slow his breathing. He felt so helpless, he felt as if he'd be in this state forever. The thought just fueled his anxiety and he instinctively curled up, bringing his knees to his chest and lying on his side.

He struggled to breathe, only being able to get in short gasps that were let out with tiny whines. He tried to close his eyes against the images that flashed in his mind, but of course, it didn't work. Dizziness sent him spinning in a dark tornado, feeling as if he was being tossed like a Frisbee. In the vast assortment of rapid-fire thoughts that shot through his mind a memory surfaced. It was of that nice woman who had helped him while he had his first panic attack.

That was it, he was having a panic attack. He latched onto the memory for dear life but it was difficult to concentrate. What had she said? Ben could only remember her piercing blue eyes. Breathe? That's right, taking slow breaths. Ben scoffed, it was easier said than done, his breaths kept coming in shaky gasps. Screwing up his face in concentration he forced his breathing into a steady rhythm. Slowly he took deep breaths in and out, mentally counting how long each one took.

Without him even realizing it his mind calmed down. It became easier to breathe slowly and soon he didn't even have to force it. Eventually, he opened his eyes were met with the near pitch dark. Laying there he stretched back out, lying on his side and wondering where the faint light was coming from. Even after he was fully calmed down, he stayed down, hoping to be able to fall back asleep. He closed his eyes and willed himself to drift off.

Something clinked far away, it sounded like dishes being moved around. Ben shot up, on edge. He strained his ears for the sound again. The more he thought of it the more he didn't understand who made the noise, Gwen would be asleep by now. _Clink…tink _There was the sound again! There must be someone in the house, it was the only conclusion Ben could come to. He turned into Rath and went to investigate the sound.

After sliding out of his room he dropped to all fours. Silently he padded down the hall, moving slowly. There was someone standing in front of the TV, Rath could only see their silhouette. Rath continued prowling down the hall silently until he was at the entrance of the living room.

He tensed all his muscles, preparing to pounce. The person started to turn around and Rath sprung, leaping through the air at the intruder. He crashed into them but before he had time to sink his claws into them a pink blast threw him back. When he hit the ground he continued to roll until he was stopped by the wall. "Ben it's me!" Gwen called out. Wait, what? The lights turned on and Gwen came into view. Oh.

He turned back into a human and sat up. "What the hell was all that noise?"

"I was making some food," Gwen said, pointing to the kitchen in exasperation. Now that Ben thought about it, he could smell something savory being cooked. "I was just watching TV while it boiled."

"What are you even doing up anyways, it's like 3 A.M." He stood up and stretched.

"I couldn't sleep," Gwen muttered, looking away.

"Neither could I." Ben sighed.

"Wanna talk about it?" She asked.

"Did you make enough food for two?" Ben said, answering her with a question.

Gwen smiled and nodded. They went into the kitchen and sat down. "So, what's going on with you?" She asked.

"I had a nightmare. What about you?"

Gwen looked hesitant but eventually said, "I couldn't stop thinking of yesterday. Of that man in the alley." She looked down at her hands and pretended like she was fascinated with them. "What was your nightmare about?" They seemed to be exchanging questions.

Ben sighed and rubbed his face. "It was pretty messed up. A thug was attacking a woman. Time got really slow. I made him let go of the woman and she hated me for it. She distracted me enough that the thug managed to jump me and even though I was Diamondhead he was still able to stab me." He paused, remembering what happened next. "I…I gutted him a—and then he…uh…he turned into Grandpa." He could feel his throat closing up in fear. "And suddenly I was a kid again and he fell on top of me. He was so heavy and his blood and guts soaked me. I couldn't breathe. He crushed me to death. I only woke up when I died." He choked the rest of the story out as fast as he could. When he looked back up, he saw Gwen's eyes were wide with horror and she covered her mouth. "So…uh…I don't think I'm sleeping tonight." He chuckled.

"That is just horrible," Gwen whispered. "I don't think anyone could sleep after that."

"Yeah, so why can't you sleep?" Ben asked.

A timer went off and Gwen got up. "Every time I try to lay down to sleep all I can see is that alley." She paused, draining the water from some pasta. "That man. What a horrible fate."

Ben wanted to say something smart or sarcastic, but instead only said, "He looked a lot like grandpa, huh?"

Gwen nodded. "It's probably why neither of us can stop thinking about it." She came over with two bowls of pasta covered in a jarred red sauce. "It's nothing fancy but it tastes good," Gwen said with a smile. Ben muttered his thanks.

He stabbed at his food unenthusiastically. He was hungry at first but the whole conversation had his gut twisted in tight, angry knots that made him feel sick. "Do you remember that day?" Ben asked.

"Yeah…" Gwen muttered.

"Cause I don't," Ben said, taking a bite of food. "Not after…" his voice trailed off; he didn't need to finish the sentence. The air hung heavy with the unspoken words.

"Remember his awful cooking?" Gwen asked.

"Oh my God. He was so insistent on expanding our pallets. Who the hell even does that to a child?" Ben laughed.

"I think the tentacle soup was the worse!" Gwen exclaimed, laughing. And suddenly Ben's dreary, depressing, outdated, death trap of an apartment was filled with laughter and fond reminiscing. Ben felt a weight that he hadn't realized was there lift off his chest. At least for now, he was happy, warm, and safe. When they ran out of food they moved onto the couch. Even though the TV was running they weren't really watching it, they were too busy talking and laughing.

No matter how happy Ben felt at that moment he couldn't help but feel a nagging sensation at the back of his mind. He knew what it was, and knew what would happen if he ignored it. He excused himself to the bathroom. He reached for that small orange bottle that kept him sane more days than not. He shook a pill out into his hand and then thought about it. One pill would keep him sane –Ben smirked. "_Well, mostly sane._" He corrected— but two pills would help him get back to sleep and he'd be less likely to dream. Without much hesitation, he shook another pill out and took them both. "_Besides_," he thought "_I have a full stomach so one would do almost nothing._"

With the knowledge that the gnawing feeling would soon leave him, he made his way back to Gwen. "Hey, I made some popcorn to munch on. Hope you don't mind." She said with such a sincere smile that there was no way he could be mad at her.

"Hell no, popcorn is always good," Ben said, jumping onto the couch and sending popcorn flying. After a couple of seconds of shocked silence, they both burst out laughing. Gwen helpfully used her magic to levitate all the spilled popcorn she could get ahold of and put it in the trash. Ben took a fistful of popcorn and shoved it into his mouth, it was slightly burnt but it played off the saltiness well. Gwen snorted and shook her head.

For the next hour, they watched shitty late-night infomercials and made fun of them. When they'd get bored ripping on one, they'd flip through the channels to find a different one. Slowly the meds started to work their magic. Ben was finding himself wanting something soft and cuddly and so put on his favorite hoodie. It was a dull, dark green, and had ridiculously soft, tan, curly fabric lining it. When he wore it without a shirt if was super comfortable and warm. He sat down on the couch again and grabbed the remote, searching for something with an actual story. Without a second thought, he laid down, putting his head on Gwen's lap and putting his knees to his chest. "Uh…Ben?" Gwen said gently. Ben ignored her, too focused on scanning the menu to care.

"Oh shit, it's M*A*S*H!" Ben exclaimed, putting on the old show. "Have you ever seen it?" He asked, turning to look up at Gwen.

"Um, I don't think so," Gwen said.

"Oh, well it's really good, it's like the only good thing on this early in the morning," Ben said, turning back to the tv.

"Are you often up this early?" Gwen asked, gently.

"More like up this late. Sometimes I just can't sleep for, like, _days_." Ben answered, not paying attention to what he was saying. "You either find shit to watch or you go insane. I've tried both." He said, only half joking.

Gwen draped an arm over him; it felt nice. When she started to idly run her fingers through his hair, he let out a contented sigh and closed his eyes. It was such a simple touch, such a small display of affection, but it made him feel so loved. He thought of the last time he had just held someone or was held. Not counting a couple of days ago when he sobbed into Gwen's chest for an hour he couldn't remember. "We should do this more often…" Ben mumbled, half asleep. The voices coming from the tv blurred together He heard Gwen say something but couldn't make it out. He let out a soft, "mmm" in response and slipped into unconsciousness.

000

Gwen heard Ben start to softly snore and sighed. He had been high as a kite and it was painfully obvious, did he just think that she couldn't tell that he was high? Did he get high every day or did she just catch him in a run? She debated on what to do, she doubted that he'd respond to a regular intervention. She had to do something; she couldn't just ignore the fact that Ben was abusing narcotics.

Gwen let out a large yawn. Even though she was still afraid to go to sleep exhaustion made her eyes irresistibly heavy. She could decide what she'd do in the morning, but for now, she wiggled around into a more comfortable position without waking Ben. She laid her head back over the edge of the couch and closed her eyes. It wasn't the most comfortable position, but it'd do. Her mind idly tried to problem solve while she drifted off to sleep.

I swear to God this is not turning into a shipping fic. Trust me, you wouldn't want to see what would happen if they got into a relationship with Ben as fucked as he is. I'm sorry for this being a day late. We are trying to post every other Tuesday from now on. We just couldn't sustain once a week updates, thank you for your understanding. (YD)


	9. Christmas Special

Ben stumbled his way down the hall, still rubbing the sleep out of his eyes, some days he really hated that stupid alarm. When he first got to the living room it didn't register to his sleep deprived brain that something had changed. He made it halfway to the fridge before he raced back to the living room.

It was decorated.

When did it get decorated; it didn't look like this last night, that's for sure. Garland was attached along the top of the wall all around the living room. Snowflakes of different sizes and patterns hung from the ceiling. Two stocking were hung on his TV stand and to top it all off there was a small Christmas tree fully decorated in the corner. Gwen was on the couch, smiling up at him. "Merry Christmas." She said warmly.

"What?" Was it really Christmas? It was hard to believe. It didn't really feel like Christmas, but what did he know, no one ever celebrated holidays around here, not openly at least.

"You know, Christmas, that time of year where everyone is happy and people tell each other how much they mean to them." Gwen said, half teasingly.

"I know what Christmas is!" Ben bristled. It was too early to be fucking with him.

"You know I didn't mean it like that." Gwen said soothingly. She pat beside her on the couch and Ben begrudgingly flopped down beside her, making her rise off the couch half an inch. "You really didn't know it was Christmas?" She asked.

"No. I didn't." Ben said gruffly. "So what? Why do you even care about a stupid holiday for spoiled little brats?"

"It's not stupid, Ben." She said gently. "If you really don't want to celebrate do you at least want your present?"

"Y-you got me a present?" He asked, his voice soft with disbelief.

"Of course." Gwen said, grabbing a present from behind the couch. It was garishly wrapped and crinkled loudly in Gwen's hands. She offered it to him with a wide smile on her face. Ben accepted it, not really sure how to feel. The gift was soft and light and part of him started to guess what it was. Gwen looked at him, excitement sparkling in her eyes. Ben sighed and smiled in defeat. He grabbed a fistful of the wrapping and tore it off.

It was a jacket? Ben grabbed it and unfolded it. Sure enough, it was a heavy winter jacket. The outside was dark green and the label said that it was rainproof. It had a hood that had faux fur trim and was lined with soft wool. He opened the jacket up to see that it was all lined with the same soft wool. "Wow, Gwen. I-I don't know what to say." He said, genuinely feeling bad for not getting her anything now.

"You don't need to say anything, just try it on." Gwen insisted. Ben nodded and put the jacket on. It fit him perfectly and when he stretched and moved around it didn't limit his movement very much. "I'm so glad it fits you." Gwen said.

"Ugh, now I really look like a dick for not getting you anything!" Ben exclaimed. "Why do you have to be so goody, goody?" He wracked his brain, trying to think of something that he could give Gwen for a present. Gwen was again trying to explain that she didn't want a present when he suddenly thought of it. He jumped off the couch and raced into his room. He went through his dresser trying to find it, making a horrible mess. When he didn't find it there, he tore apart his nightstand. He found what he was looking for buried at the bottom of the drawer. It was a thick, soft, pink headband that had fake purple gems where it would be seen when worn.

He raced back to Gwen with the headband bunched up in his hand to hide it. He held out his fist to Gwen, slightly breathless. Gwen looked confused but eventually figured out what he was trying to do and held out her hand. He dropped her present into her hand and a look of surprise crossed her face. "What? When did you get this?" She asked, inspecting the gift.

Ben sat down next to Gwen and said, "Your mom asked me to give that to you the day I left."

"And you kept it all this time?" Gwen asked.

Ben nodded. "I don't know why I kept it. I don't know, maybe it was my way of holding on to you." He realized how sappy he sounded and groaned. Gwen giggled while putting on the headband over her messy hair. He thought of one more Christmas gift. "Hey, Gwen." He said, getting her attention. She looked up at him with a quizzical, "hm?" Ben gave her a tight hug saying, "Merry Christmas."

Gwen sighed contently and hugged him back. "Merry Christmas, Ben."


End file.
